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40 EXHIBIT C (e) All authorizations, consents and approvals of, notices to, registrations and filings with, and actions in respect of any governmental body, agency or other public instrumentality or court required in connection with the execution, delivery and performance by the Borrower of or under the Borrower Documents have been obtained, given or taken and all are in full force and effect, provided that no representation is made with respect to compliance with the securities or "blue sky" laws of any state. (f) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to our knowledge, threatened against or affecting Borrower or any of its properties. (g) The Borrower has duly and properly approved the Preliminary Official Statement and approved and executed the Official Statement and authorized their distribution. (h) We have rendered legal advice and assistance to the Borrower in connection with the preparation of the Official Statement. Rendering such legal advice and assistance involved, among. other things, discussions and inquiries concerning various legal and related subjects and reviews of certain records, documents and proceedings. We also corresponded with, held telephone conversations with, and participated in conferences and meetings with, various officers, employees and representatives of the Issuer, the Borrower, NHC, the Trustee, the Bank and the Underwriters and their respective counsel. In the course of such conversations, meetings, and conferences, the contents of portions of the Official Statement and related matters were discussed and revised. Based on our participation in the transaction as counsel to the Borrower, and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to our attention that would lead us to believe that the Official Statement (except for the material included in Appendix A as to which no view is expressed) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) The statements and information contained in the Official Statement under the, headings "Introductory Statement" (the second and third paragraphs only), "Application of Proceeds", "The Company", "Miscellaneous", and in Appendix E to the Official Statement under each subheading entitled "The 9752a:10/22/87 3002-353