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s :0 2 applicable predecessor provisions contained in the Internal Revenue Code of 1954 as in effect iinsediately prior to the enactment of the Tax Reform Act (the "1954 Code"); (ix) relevant provisions of the Constitution and laws of the State of Florida; and W other proofs submitted to us relative to the issuance and sale of the Bonds. The terms of the Bonds are contained in the Indenture ani the Bonds. John F. Robenalt, Esquire, Lima• Ohio, counsel to the Borrower, has rendered an opinion dated this date regarding, among other things, the obligations of the Borrower under th■ Lcan Agreement. Such opinion is in a form satisfactory to us. In rendering our opinion, we are relying on such opinion with respect to all matters addressed therein, including (i) the•due incorporation of the Borrower and its good standing in the State of Florida• (ii) the corporate power and authority of the Borrower to enter into and perform its obligations under the Loan Agreement, and (iii) the due execution and delivery by the Borrower of the Loan Agreement. Counsel to the Trustee has rendered an opinion of even date herewith regarding, among other things, the obligations of the Trustee under the Indenture, Such opinion is in a form satisfactory to us. In rendering our opinion, we are relying on such opinion with respect to all matters addressed therein, including (i) the corporate power and authority of the Trustee to perform its obligations under the Indenture and (ii) the due execution and delivery by the Trustee of the Indenture. we have made no investigation of, and are rendering no opinion regarding, the title to, liens on, or security interests in real or personal property. There have been delivered to you and to the Trustee opinions of counsel to the Bank of even date herewith with respect to the validity and enforceability of the Letter of Credit. we express no opinion a■ to such matters or any other matters relating to the obligations of the Bank under the Letter of Credit. Based upon the foregoing, it is our opinion that: (a) The Indenture has been duly authorized, executed and delivered by the Issuer and the Trustee and constitutes the valid and binding obligation of the Issuer and the Trustee. (b) The Loan Agreement has been duly authorized, executed and delivered by the Issuer and the Borrower and constitutes the valid and binding obligation of the Issuer and the Borrower. (c) The Issuer is duly authorized and entitled to issue the Bonds. Bonds executed and authenticated as provided in the Indenture have been duly C-2