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• <br />EXHIBIT <br />(e) All authorizations, consents and approvals of, <br />notices to, registrations and filings with, and actions in <br />respect of any governmental body, agency or other public <br />instrumentality or court required in connection with the <br />execution, delivery and performance by NHC of or under the NHC <br />Documents have been obtained, given or taken and all are in <br />full force and effect, provided that no representation is made <br />with respect to compliance with the securities or "blue sky" <br />laws of any state. <br />(f) There is no action, suit, proceeding, inquiry or <br />investigation before or by any court, public board or body <br />pending or, to our knowledge, threatened against or affecting <br />NHC or any of its properties. <br />(g) *IHC has duly and properly approved the <br />Preliminary Official Statement and the Official Statement and <br />authorized their distribution. <br />(h) We have rendered legal advice and assistance to <br />NHC in conneciton with the preparation of the Official <br />Statement. Rendering such legal advice and assistance <br />involved, among other things, discussions and inquiries <br />concerning various legal and related subjects and reviews of <br />certain records, documents and proceedings. We also <br />corresponded with, held telephone conversations with, and <br />participated in conferences and meetings with, various <br />officers, employees and representatives of the Issuer, the <br />Borrower, NHC, the Trustee, the Bank and the Underwriters and <br />their respective counsel. In the course of such conversations, <br />meetings, and conferences, the contents 'of portions of the <br />Official Statement and related matters were discussed and <br />revised. Based on our participation in the transaction as <br />counsel to NHC, and without having undertaken to determine <br />independently the accuracy, completeness or fairness of the <br />statements contained in the Official Statement, nothing has <br />come to our attention that would lead us to believe that the <br />Official Statement (except for the material included in <br />Appendix A, as to which no view is expressed) contains any <br />untrue statement of a 'rdaterial fact or omits to state any <br />material fact required to be stated therein or necessary to <br />make the statements therein, in light of the circumstances <br />under which they were made, not misleading. <br />(i) The statements and information contained in the <br />Official Statement under the headings "Introductory Statement" <br />(the second and third paragraphs only), "Application of <br />Proceeds", "Miscellaneous", and in Appendix E to the Official <br />Statement under each subheading entitled "The Project" and the <br />9753a:10/22/B7 <br />-2- <br />