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provisions thereof (except with respect to Section 8 of the Note
<br />Purchase Agreement, as to which no opinion is expressed), under
<br />the circumstances contemplated thereby, will not violate the
<br />Constitution, the Act or any other laws of the State of Florida,
<br />the County's charter or any existing law, rule, regulation,
<br />order, writ, judgement:, injunction, deerne or determination of
<br />any court, rop.ilatory ageney or other Fla':ernnQntal unit by which
<br />the County bound or conflict with. result in a breach of or
<br />constitute a default Fancier any existing re=.3olution, trust
<br />indenture or tru>t: agreement, m-)rtgage loan or credit agreement
<br />or any other exir;tinrl alrAement. nr Instrunf!nt to which the County
<br />is A party or by which the Cnunty may be bound.
<br />6. All approvals. -on Ants and orders of any
<br />governmental authority, 1e91:ilative body, board, agency or
<br />":ommir;slori have jurisdiction in which would constitute a
<br />condition precAolent to, or the ,absence of which would MAterially
<br />adv"r.nely affer.t, the due performance by the County of its
<br />obII,1Atlnnr; unrier th" Not.+ Purchase Agreement and under the Notes
<br />and the Resolutlons have heen obtained.
<br />7. 'rhe County In not In hrpArh of or default under any
<br />ApplicAble r.onst..ltutional provisions. law or administrative
<br />regtalati0n'3 of the State of Florida or the kNilta-i _;rates, any of
<br />the R-solut.lons R,r the chArter of the County or any applicable
<br />judgm-mnt or decr.pe or any loan agreement, ln1prittire, bond, note,
<br />resoiutlein, agreompnt or any instruments to, whia:h the County is a
<br />party or to which It or the Project is otherwise subject, and no
<br />event has occurreri and is continuing which with the passage of
<br />time or the giving of notice, or hoth, would constitute a default
<br />or event of default under any such instrument.
<br />8. No suit, action, hearing, inquiry, proceeding or
<br />investigation, at law or in equity, is pending or, to our
<br />knowledge, threatened against or affecting the County, the
<br />Project., or the Security. before any court or governmental
<br />department, commission, board, bureau, agency or instrumentality
<br />(a) which ill any way involves or would materially affect any of
<br />the transactions contemplated by the Note Purchase Agreement, the
<br />official Statement or the Resolutions or (b) which, if determined
<br />adversely, could have a material adverse affect on (i) the
<br />ability of the County to perform its obligations under, or the
<br />validity or enforceability of, the Note Purchase Agreement, the
<br />Resolutions or the Notes, (ii) the organization, existence or
<br />powers of the County or the title of its officers or members,
<br />(iii) the Project, (iv) the ability of the County to issue the
<br />Notes or the Series 1986 Bonds, or (v) the exemption from Federal
<br />income taxation of the interest oil the Notes.
<br />9. To the best of my knowledge and belief after due
<br />inquiry, the statements and information contained in the official
<br />B-3
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