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EXHIBIT C It is our opinion that: (a) The Borrower is a corporation duly organized and existing and in good standing under the laws of the state of Florida, has full power and authority to own its property and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business, including the ownership and operation of the Project. (b) The Borrower has full power and authority to take all actions' required to be taken by it by or under, and to perform and observe the covenants and ag,aements on its part contained in, the Bond Purchase Agreement, the Remarketing Agreement, the Loan Agreement, the Mortgage, the Reimbursement Agreement and the Tax Certificate and Agreement (collectively, the "Borrower Documents"). The Borrower has taken all action necessary to be taken by it for the execution, delivery of and performance under the Borrower Documents. (c) The Borrower Documents have been duly authorized, executed and delivered by the Borrower and constitute legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms. Enforceability of the Borrower Documents is subject to (i) general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws heretofore or hereafter in effect affecting the enforcement of creditors' rights generally, to the extent constitutionally applicable. Enforceability of the indemnification provisions contained in the Bond Purchase Agreement may also be limited by applicable securities laws and public policy. (d) The execution and delivery of the Borrower Documents by the Borrower, the compliance with the terms, conditions and provisions thereof and the consummation of the transactions therein contemplated by the Borrower do not and will not violate any law. or any regulation, order, writ, injunction or decree of any court, governmental body, agency or other public instrumentality, or result in a breach in any of the terms, conditionA!shde.of*,.any .,ptovisions of, or constitute a default under or result in teation.or imposition of any mortgage, lien, charge or enc nature whatsoever upon any of the properties or 'a§;qets of the Borrower pursuant to the terms of, the Borrower's articles of incorporation or by-laws or any mortgage, indenture, agreement or instrument to which the Borrower is a party or - by which the Borrower or any of its properties is bound other than as contemplated by the Borrower Documents. -0- 9752a:10/22/87 3002-353