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77 <br />EXHIBIT B <br />(Letterhead of Co -Bond Counsel) <br />It is our opinion that: <br />(a) The Issuer has full power and authority to issue <br />the Bonds, to apply the proceeds from the sale of the Bonds as <br />described in the Official Statement, to perform and observe the <br />covenants and agreements on its part contained in the Bond <br />Purchase Agreement and to carry out and consummate all <br />transactions contemplated by the Bond Purchase Agreement and <br />the Official Statement to be carried out or consummated by the <br />Issuer. <br />(b) The Bond Purchase Agreement has been duly <br />authorized, executed and delivered by the Issuer and, assuming <br />the due authorization, execution and delivery thereof by the <br />other parties thereto, constitutes the valid and binding <br />agreement of the Issuer in accordance with its terms. <br />(c) The Bond Purchase Agreement is subject to <br />applicable bankruptcy, insolvency, moratorium, reorganization <br />and other state and federal laws affecting the enforcement of <br />creditors' rights and to general principles of equity. <br />Enforceability of the Bond Purchase Agreement may also be <br />limited by applicable securities laws and public policy. <br />(d) The Issuer has duly consented to the <br />distribution of the Preliminary Official Statement <br />dated 1 198 relating to the Bonds and has duly <br />executed and approved the distribution of the Official <br />Statement. <br />(e) The Bonds are not required to be registered <br />under the Securities Act of 1933, as amended, and the Indenture <br />is not required to be .qualified under the Trust Indenture Act <br />of 1939, as amended. <br />9751a:10/22/87 <br />3002-353 <br />