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40 <br />EXHIBIT B <br />[Letterhead of Co -Bond Counsel] <br />Ladies and Gentlemen: <br />We rendered legal advice and assistance in the <br />preparation of the Official Statement dated- <br />198 , relating to the (INSERT NAME OF ISSUERS Variable Rate <br />Demand/Fixed Rate Industrial Development Revenue Refunding <br />Bonds (Florida Convalescent Centers, Inc. Project), Series <br />(the "Bonds")]. Rendering such assistance involved, among <br />other things, discussions and inquiries concerning various <br />legal and related subjects and reviews of and reports on <br />certain public records, documents and proceedings. We also <br />corresponded with and participated in conferences with <br />representatives of the (INSERT NAME OF ISSUER], Florida <br />Convalescent Centers, Inc., National HealthCorp L.P., Alex. <br />Brown 6 Sons Incorporated, The Toronto -Dominion Bank, and their <br />respective counsel, through which correspondence and at which <br />conferences the contents of portions of the Official Statement <br />and related matters were discussed and revised. <br />On the basis of the information that was developed in <br />the course of the performance of the services referred to <br />above, considered in the light of the experience we have gained <br />in this field, but without having undertaken to determine <br />independently the accuracy, or completeness of the statements <br />contained in the Official Statement, nothing has come to our <br />attention that would lead us to believe that the Official <br />Statement (except for the financial and statistical data <br />included in the Official Statement and the material contained <br />in Appendix A to the Official Statement, as to which no view is <br />expressed) contains any untrue statement of a material fact or <br />omits to state a material fact required to be stated therein or <br />necessary to make the statements therein, in light of the <br />circumstances in which they were made, not materially <br />misleading. <br />9751a:10/22/87 <br />3002-353 <br />