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40 <br />EXHIBIT B <br />Indenture, the Bond Purchase Agreement and the official <br />Statement are each substantially in the forms authorized in the <br />Resolution. <br />6. The Bonds, the Loan Agreement, the Indenture and <br />the Bond Purchase Agreement have been duly authorized, executed <br />and delivered by the Issuer. <br />7. The Official Statement has been duly approved and <br />executed by the Issuer and the distribution thereof has been <br />duly approved by the Issuer. ' The distribution of the <br />Preliminary Official Statement has been ratified by the Issuer. <br />8. The execution and delivery by the Issuer of the <br />Bonds, the Loan Agreement, the Indenture, the Bond Purchase <br />Agreement, the Official Statement and the other agreements <br />contemplated thereby, and compliance with the provisions <br />thereof, will not conflict with, or constitute on the part of <br />the Issuer a breach of, or default under, any existing law, <br />court order, or any provision of any legislative act, <br />constitutional or other proceedings applicable to or <br />establishing or relating to the establishment of the Issuer or <br />its affairs or resolutions, or any agreement, indenture, <br />mortgage, lease, or other instrument to which the Issuer is <br />subject or by which it is bound. <br />9. There is no action, suit, proceeding, or <br />investigation at law or in equity or before or by any court, <br />public board, or body pending or, to the best of my knowledge, <br />threatened against or affecting the Issuer, or any basis <br />therefor, wherein an unfavorable decision, ruling, or finding <br />would restrain or enjoin the issuance and sale of the Bonds, or <br />which, in any way, would adversely affect the validity of the <br />Bonds, the Loan Agreement, the Indenture, the Bond Purchase <br />Agreement, or any other agreement or instrument to which the <br />Issuer is a party and which is used or contemplated for use in <br />consummation of the transactions contemplated by the Indenture <br />or the Official Statement. <br />[OPINIONS CUSTOMARILY RENDERED BY ISSUER'S COUNSEL OR <br />COUNTY ATTORNEY IN CONNECTION WITH THE ISSUANCE OF INDUSTRIAL <br />DEVELOPMENT REVENUE BONDS TO BE ADDED.] <br />9751a:10/22/87 <br />3002-353 <br />very truly yours, <br />