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• <br />EXHIBIT B <br />(LETTERHEAD OF PIPER & MARBURY] <br />198 <br />Alex. Brown & Sons Incorporated <br />Baltimore, Maryland <br />Re: <br />i <br />Variable Rate Demand/Fixed Rate Industrial <br />Development Revenue Refunding Bonds <br />(Florida Convalescent Centers, Inc. Project) <br />Series 1987 <br />Gentlemen: <br />You have requested our opinion as to whether payment <br />by the Trustee or the Registrar and Paying Agent (each defined <br />herein) of the principal or redemption price of and interest <br />on, or the purchase price of, the above -captioned bonds (the <br />"Bonds") to the holders thereof from Available Moneys (defined <br />herein) or with amounts realized from payments on Government <br />Obligations (defined herein) purchased with Available Moneys <br />would be avoidable under the preference avoiding powers of a <br />trustee in bankruptcy of the Borrower (defined herein) or the <br />Issuer (defined herein) under Section 547 of the United States <br />Bankruptcy Code, 11 U.S.C. Section 101 et sec., as presently <br />constituted (the "Bankruptcy Code"), in the event that the <br />Borrower or the Issuer becomes the subject of a case under the <br />Bankruptcy Code. <br />In preparing this opinion, we have examined the <br />Indenture of Trust dated as of 198_ (the <br />"Indenture") between <br />(the "Issuer") and Third <br />National Bank in Nashville, as trustee (the "Trustee"), the <br />Loan Agreement dated as of 1 198 (the "Loan <br />Agreement"), between the Issuer and Florida Convalescent <br />4751a:10/22/87 <br />3002-353 <br />