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EXHIBIT B <br />Form of Opinion of County Counsel <br />1987 <br />rndian River County, r loridA <br />18,10 25th Str !"t <br />Vero Beach, F'I, 32960 <br />A. G. Edwards r. Sons, rnr:. <br />Sun Hank Pullrlinq, Pelican Ffay <br />801 r,aurpl. Oak Drive. .Situ 607, <br />IIApl.es, Florida 33963 <br />Raymond .Jamin X. Associator. Ine. <br />890 Carill,>n Parkway <br />P.O. Box 12749 <br />St. Petersburq. FI, 337.33-•274:1 <br />Ladles and Gentlemen: <br />I have acted AS e-OW111e1 t,.�, Indian River County, Florida <br />(the "County") in connectlon with the ,authorization, issuance and <br />sale of the Water and Sewer Revenue Bonds, Series 1985, <br />Anticipation Notes, dated as of December 1. 1987. in the maximum <br />aggregate principle amount not to exceed .$9,200,000 (the <br />"Notes"), of the County to A. G. Edwards S. Sons, Inc. and Raymond <br />.James & Associates, Inc., as the Underwriters (the <br />"Underwriters") pursuant to the !dote. Purchase Agreement dated <br />December 8, 1987 (the "None Purchase A(Ireement") between the <br />County and the Underwriters. Capitalized terms used, but not <br />otherwise defined, herein shall have the respective meanings <br />ascribed to them in the Note Purchase Agreement. <br />As counsel to the County, I have examined, among other <br />things, certified copies of certain proceedings of the County <br />with respect to the Notes and the validation proceedings therefor <br />in the Circuit Court of the Nineteenth Judicial Circuit of <br />Florida, in and for Indian River County, and other proofs <br />submitted to me which are relevant to the issuance and sale of <br />the Notes; certified copies of the Resolutions; a copy of the <br />Note Purchase Agreement; and usual and required closing <br />affidavits, certificates and documents. I have also participated <br />B-1 <br />