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i <br />EXHIBIT B <br />[Letterhead of County Attorney or Issuer's Counsel] <br />(PREAMBLE) <br />I am of the following opinion: <br />1. The Issuer is a [public body corporate and <br />politic and a public instrumentality] (body politic and a <br />political subdivision] of the state of Florida, duly vested <br />with all of the powers conferred upon it by the Act. <br />2. The officers of the Issuer have been duly elected. <br />3. The Issuer has lawful authority to lend funds to <br />the Borrower for the refinancing of the acquisition, <br />construction and equipment of the Project in accordance with <br />the terms of the Loan Agreement. <br />4. The Issuer has the right, power and authority to <br />issue and sell the Bonds; and the Bonds have been duly and <br />validly authorized and issued in accordance with the laws of <br />the State of Florida, including the Act. The Bonds are legal, <br />valid and binding obligations of the Issuer enforceable in <br />accordance with their terms and the terms of the Indenture and <br />are entitled to the benefits of the Indenture and the Act. The <br />Bonds are a limited obligation of the Issuer payable solely <br />from the Revenues. Neither the credit of the,Issuer nor the <br />taxing power of the Issuer, the State of Florida or any <br />political subdivision thereof is pledged for the payment of the <br />principal of, premium, if any, or interest on, the Bonds. <br />5. The Issuer has the right and power to adopt the <br />Authorizing Resolution. The Authorizing Resolution has been <br />duly adopted by the Issuer at a meeting duly called, noticed <br />and held in accordance with the Constitution and laws of the <br />State of Florida, has not been amended, modified or repealed <br />since its adoption and from its effective date has at all times <br />been, and as of the date hereof is, a valid resolution of the <br />Issuer in full force and effect, and the Loan Agreement, the <br />9751a:10/22/87 <br />3002-353 <br />