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in the preparation of the official Statement pertaining to the
<br />Notes, dated —_._--, 1997.
<br />Based upon the forer;oing. I am of the opinion that:
<br />1. The County is a political. subdivision of And duly
<br />conr,,t:ituted under the laws of the State of Florida, and has the
<br />full legal right, power and .vithority to enter into the Note
<br />Purchase Ac;reement, to adopt the P.esolutions. to fssare anti
<br />execute the Notes putmlant. to the Act and the County :, charter,
<br />and to sell. And deliver the Note;, to the tfnderJritArn ar, provided
<br />in the note Purcha¢sa Agreement, to operat-, the .System. and to
<br />carry out and ronstimnat.e alt the transactions contemplated by the
<br />Note Purchase A7reerrent, the tt,tes, the Official +taterspnt. and
<br />the Rtesolutioni.
<br />2. Fly offiriAL ictinn of the County, the County has
<br />11111Y adapted r_he Pero lrrtion:e, rAt l Pied and approved the
<br />l'rr.liminar.y official :,tAt..ement, approved the official Statement
<br />.art,l t.hp exer:tttlnn of the official Statement by the Chairman of
<br />the Board ,f county :ammissioners and the County Administrator of
<br />the County, authnrtzed All necessary action to be taken by the
<br />County for the Resotut_lons and the Note Purchafrp A,;reem"nt and in
<br />connection with the issuance. sale, execution and delivery of,
<br />and the performance by the County of its obligations under, the
<br />Notes upon the terms set forth in the Note Purchase Agreement,
<br />the Officlal. Statement and the Resolutions. and authorized the
<br />expc.ut:ion, cI-1,Lvery, rocpipt and duo performance of the Note
<br />Purc:hA:se Aqr- rem, nW- the notes, the Resolutions and all such other
<br />agreements ,arid documents as may be required to be executed,
<br />delivered and recpived by the County in order to carry out, give
<br />effect to and con -summate transactions contemplated by the Note
<br />Purchase Agreement and by the Official .statement.
<br />J. When delivered to and paid for by the Underwriters,
<br />the Notes will have been duly authorized. executed,
<br />authenticated, issued anei delivered and will constitute legal,
<br />valid and binding obligations of the County, conforming to the
<br />Act and the Note Resolution, enforceable in accordance with their
<br />terms, except as enforcement may be limited by equitable
<br />principles or by bankruptcy, insolvency, reorganization,
<br />moratorium and similar laws in effect from time to time affecting
<br />the enforcement of creditors" rights generally.
<br />4. Upon execution, issuance and delivery of the Notes,
<br />the Notes will be payable solely from and secured solely by a
<br />prior lien upon and pledge of the Security.
<br />5. The adoption, execution and delivery, as
<br />applicable, of the Note Purchase Agreement, the Official
<br />Statement, the Resolutions and the Notes, and compliance with the
<br />B-2
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