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certificates and documents. We have participated, incident to <br />our activities as Bond Counsel in the preparation of the official <br />Statement pertaining to the Notes, dated , 1987. <br />Fier;ed iipon the foregoing, we are of the opinion that: <br />J 1. the Note! Purchase Agreement has herrn duly <br />Authorized. eexecuted and delivered by, and, except for Section 8 <br />thereof, with re*ppet to which no opinion is expressed, <br />consritittest a LngaL. valld and bin -ling Agreement of the Cnttnty in <br />ac,;or.dance with its terms, except as enforcement may be limited <br />by equitable prLnclpl@ss, or by bankruptcy. intolvenr_y, <br />reorrianizAt.ina, morntorLuri ,an%t :similar laws in effect from time <br />to time affer:tlnrj the ^nf-,rcPmerit: of creditor. -C right:+ generally. <br />2. The statements c:ontALnod In the Official Statement <br />iind,gr the captions "IMPRODUCTION". "PLAN OF FINANCE", <br />"f)E::;C:RIPT[t)t1 t1F THE NOTES "SUMMARY Of CERTAIN PROVISIONS of THE <br />RF:^C)f,tti[oft "NZN FFOLVAL TAX LEGISLATION". "TAX EXEMPTION and <br />"tf�)tl-ARI3[TRAC.;E HONI).,", insofar as the statement" contained under <br />rau1.h c:aptl(-)ns purport to ntrttrmartzp certatn provisions of the <br />Resohit:ionn An,l the Notes, present. a fair and accurate summary of <br />such provinkon^t. <br />:1. Although ve have not undertaken to determine <br />Independently the accuracy, completeness or falrnea" of the <br />information r.ont-aino.d In the Official Statement (except to the <br />extent expressly sot. forth lit clause 2 ,above), we have no reanon <br />to believe that the Official Statement as of Itn date contained, <br />or on the date hereof contains. any untrue staterent of a <br />mAterial tactor or omitted or omits to state a material fact <br />required to be. -stated therein or necessary to make the ntatcmentsi <br />therein, in the lictht: of the circumstances under which they were <br />made, not minLeAdLncl (except that we express no view an to <br />financial and ritatisitical information Included therein). <br />This letter Is furnished by us solely for your benefit <br />in connection with the provisions of the Note Purchase Agreement <br />and may not be relied upon by any other persons. <br />Very truly yours, <br />A-2 <br />