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r - <br />VOMIT D <br />It is our opinion that: <br />(a) NHC is a limited partnership duly organized and <br />existing and in good standing under the laws of the State of <br />Delaware, is qualified to do business in the State of Florida, <br />has full power and authority to own its property and to conduct <br />its business and possesses all material licenses and approvals <br />necessary for the conduct of its business, including the <br />operation of the Project. <br />(b) NHC has full power and authority to take all <br />actions required to be taken by it by or under, and to perform <br />and observe the covenants and agreements on its part contained <br />in, the Bond Purchase Agreement, the Remarketing Agreement and <br />the Guaranty Agreement (collectively, the "NHC Documents"). <br />NHC has taken all action necessary to be taken by it for the <br />execution, delivery of and performance under the NHC <br />Documents. <br />(c) The NHC Documents have been duly authorized, <br />executed and delivered by NHC and constitute legal, valid and <br />binding agreements of NHC, enforceable against NHC in <br />accordance with their respective terms. Enforceability of the <br />NHC Documents is subject to (i) general principles of equity <br />and (ii) bankruptcy, insolvency, reorganization, moratorium or <br />other similar laws heretofore or hereafter in effect affecting <br />the enforcement of creditors' rights generally, to the extent <br />constitutionally applicable. Enforceability of the <br />indemnification provisions contained in the Bond Purchase <br />Agreement may also be limited by applicable securities laws and <br />public policy. <br />(d) The execution and delivery of the NHC Documents <br />by NHC, the compliance with the terms, conditions and <br />provisions thereof and the consummation of the transactions <br />therein contemplated by NHC do not and will not'violate any law <br />or any regulation, order, writ, injunction or decree of any <br />court, governmental body, agency or other public <br />instrumentality, or result in a breach in any of the terms, <br />conditions or provisions of, or constitute a default under or <br />result in the creation or imposition of any mortgage, lien, <br />charge or encumbrance of any nature whatsoever upon any of the <br />properties or assets of NHC pursuant to the terms of, NRC's <br />partnership agreement or any mortgage, indenture, agreement or <br />instrument to which NHC is a party or by which NHC or any of <br />its properties is bound. <br />9753a:10/22/07 <br />_Z_ <br />