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• •i being in effect, with such supplements or amendments as may have been agreed to by the Underwriters; (3)(a) The approving opinion of Bond Counsel, dated the data of Closing, in substantially the fort's set forth in Appendix; 8 to the Official Statement; (b) the supplemental opinion of. Bond Counsel, dated the data of Closing in ni.sbrstantiaiLy the form set forth in Exhibit A hereto; and (c) the opinion of the County Attorney, dated the date of CLosinq. in substantially the form ser.. forth in Exhibit 8 hereto; (4) The npinion of 9allard. Spahr, Andrew:? h IngerrrolL, counsel t.o the Urilw%rwrLters, dated the data of Cloninel, in form and qub-it:an:R_' satiasfartory tel the Underwriter:;; (5) A <<dat*!d the date )f Closinq. signed by a duly authorized and esipowFrel official of the County and In Corm and subst.anv:e satisfactory tai the Underwriters. to the ef.fert that (a) the representations and agreements of the County hesrain Ar- t.rTte and correct in .ail material rd?RpPrt-,r, as of the t::Loesinq; (b) thn Lnformatinn rnntatned in th" 0ffir-ial statement as of its data and at adL times thereafr-or sip K,) Ani includinq the data of c:Losing is trise and correct. in alt t?aterial respects rend does not contain any iter;rue statement, nd n+atprial fAct or om:t any statement of material. tact nera!ssnry to make the ntatpmpntn thpre±In, in LtFiht of the >,-LrcUMstances under which they wprp marl", not mLsleadiriq In arty respeCt; (c) the County has complied with all the agreements and *satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing other than those specified hereunder which have been waived by the Underwriters; (d) since the respective dates ars of which information in given in the Official Statement, there has not been any material adverse chap;e in the condition, financial or otherwise, of the. PrnJect; and (e) there are no pending, or to such official's knowledge, threatened legal proceedings which will mat=erially adver=sely affect the transactions contemplated hereby or by the Official Statement_ or the Resolutions or the validity or enforceability of. the Notes. (6) Letters of Arthur Young & Associaten and Coopers & Lybrand, respectively, addressed to the County and the Underwriters, dated on or about the date of the Closing, consenting to the reference to such firm in the Official Statement; (7) Evidence that Moody's Investors Service has rated the Notes MIG 1; (8) An Investment Certificate and an Arbitrage Certificate, executed by the County by an authorized officer;