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U <br />XEROX TELECOPIER 495 212 966 3000+ :f 4 <br />NOV. 19 81 13:.5 E- <br />APPMMIX C <br />PROPOSED FORMA OF OPINIONS OT CO -BOND CO(JNSSL <br />(A separate opinion will be rendered with respect to the Bonds of each Issue. <br />Alternative language is indicated in brackets.) <br />[Closing Date] <br />Ladies and Gentlemen: <br />in connection with the issuance by(the <br />"Issuer") of its A variable Rate D*mvWFixed Rate industrial <br />Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. <br />Project) , Series 198_, dated as of , 198_ (the "Bonds") , we have <br />examined: <br />(i) Parts] II (and III] of Chapter 159 (and Part III of Chapter 1541, <br />Florida Statutes, as amended (the "Act")) <br />(ii) certain proceedings of the Issuer; <br />(iii) an Indenture of Trust dated as of 198_ (the "Indenture"), <br />between the Issuer and Third National Bank in Nashville, as trustee (the <br />"Trustee")) <br />(iv) a Loan Agreement dated as of 198 (the "Loan Agreement"), <br />between the Issuer and Florida Convalescent Centers, Inc, (the "Borrower"), <br />providing, among other things, for the refinancing by the Issuer of the costs <br />of a certain nursing home facility defined in the Loan Agreement (the <br />"Project")) <br />(v) a Reimbursement Agreement dated as of December 1, 1987 (the <br />"Reimbursement Agreement"), between the Borrower and The Toronto -Dominion <br />Dank, acting through its Chicago Branch (the "Bank"); <br />(vi) the Letter of Credit pertaining to the Bonds issued by the Bank <br />pursuant to the Reimbursement Agreement (the "Letter of Credit"); <br />(vii) an executed and authenticated Bond; <br />(viii) relevant provisions of the Tax Reform Act of 1986 (the "Tax Reform <br />Act"), the Internal Revenue Code of 1986, as amended (the "Code"), and any <br />C-1 <br />