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r u 198v To Bach of the Parties Listed on Annex A hereto Dear Sirss axdi bid' E We have acted as special counsel to Thle Toronto -Dominion Dank (the "Hank") in connection with the Reimbursement Agreement dated as of October 1, 1987 (the "Reimbursejent Agreement") between the Bank and Florida Convalescent Centers, Inc. (the "Borrower'), pursuant to which the Hank has: agreed, inter AS, to issue through its Chicago, Illinois Branlch its Irrevocable Letter of Credit T -D Chicago No. (the'"Latter of Credit") in support of the principal or purchase price'of, and up to 55 days of accrued interest on, the $ in ;aggregate principal amount of Varidble Rate Demand/Fixed Rate Industr al Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. Project), Serie 198 ACB) (the "Bonds"). 1. You have requested our advice as lo whether it is necessary, in connection with the issuance'and sale of the Bonds, to register the Letter of Credit under the!Securities Act of 1933, as amended (the "Act"). In this regrd, we have been advised and assume for purposes of this op nion that the Bonds are exempt from the reg istration requireme is of the Act by virtue of Section 3(a)(2) thereof. To the extent the offer and sale of ti}a Bonds involves the offer and sale of the obligation of the Baddddk (i.e. the Letter of Credit), such obligation may be deemed to 4onstitute a security issued by the Bank. Section 3(a)(2) of thO Act exempts any security issued or guaranteed by any national bank or banking institution organized under the laws of an state the business of which is substantially confined to banking and is supervised by the state banking commission. Although th Bank is a bank whose business is substantially confined to bankng and whose Chicago Branch is supervised by the Commissioner o Banks and Trust Companies of the State of Illinois, a stat) banking commission