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Ll
<br />Board of County Commissioners of
<br />Indian River County, Florida, et al.
<br />1987
<br />Page 12
<br />(i) the approving opinion of Bond Counsel,
<br />addressed to the Issuer and dated the date of Closing,
<br />substantially in the form set forth in Appendix C to the
<br />Official Statement, accompanied by (A) opinions and letters of
<br />Bond Counsel, dated the date of the Closing and addressed to
<br />the Underwriter, substantially in the forms set forth in
<br />Exhibit B hereto, (B) an opinion of harles R. Vitunac Count
<br />Attorneyof the Issuer, substantially in the form set ort 3.n
<br />Exhibit 13 Hereto," and tu) a letter from Bond Counsel, dated the
<br />date of Closing and addressed to the Underwriter, to the effect
<br />that the approving opinion of Bond Counsel may be relied upon
<br />by the Underwriter to the same extent as if such opinion was
<br />addressed to the Underwriter;
<br />(ii) an opinion of John F. Robenalt, Esquire, Lima,
<br />Ohio, counsel to the Borrower, dated the date of Closing and
<br />addressed to the Underwriter, substantially in the form of
<br />Exhibit C hereto;
<br />(iii) an opinion of Harwell, Barr, Martin &
<br />Steagall, Nashville, Tennessee, counsel to NHC, dated the date
<br />of Closing and addressed to the Underwriter, substantially in
<br />the form of Exhibit D hereto;
<br />(iv) opinions of Powell, Goldstein, Frazer &
<br />Murphy, Atlanta, Georgia, special counsel to the Bank, dated
<br />the date of Closing and addressed to the Underwriter,
<br />substantially in the form of Exhibits E and F hereto;
<br />(v) an opinion of Mayer, Brown & Platt, Chicago,
<br />Illinois, Illinois counsel to the Bank, dated the date of
<br />Closing and addressed to the Underwriter, substantially in the
<br />form of Exhibit G hereto;
<br />(vi) an opinion of McCarthy & McCarthy, Toronto,
<br />Ontario, Canada, Canadian counsel to the Bank, dated the date
<br />of Closing and addressed to the Underwriter, substantially in
<br />the form of Exhibit H hereto;
<br />(vii) an opinion of Piper & Marbury, Baltimore,
<br />Maryland, counsel to the Underwriter, dated the date of Closing
<br />and addressed to the Underwriter, in form and substance
<br />satisfactory to the Underwriter;
<br />(viii) a certificate of the Borrower, dated the date
<br />of Closing, signed for and on behalf of the Borrower by an
<br />authorized officer of the Borrower in form and substance
<br />satisfactory to the Underwriter to the effect that (A) the
<br />Borrower has duly performed all of its obligations and has
<br />satisfied all conditions on its part to be performed or
<br />4330x:10/23/87
<br />3002-353
<br />
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