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APPEMIX B FORM OF OPINION OF BOND COUNSE1, We have acted an Bond Counsel in cnnnAr.tion with the authorization, ir,suanc.e and sale of the Water anrf newer Revenue Bonds, f;er.ies 1986, Ant.iclpation Notes, dated as of December 1. 1997, in the maximum ny3r-!gnte principal Amnunt not to emceed $9,200,000 (the "Notes"), of Indian Rtv.er r•)unty, Florida (the "County"). The Notes are inM11!i p+arsuant to the Constitution ani laws of the State of Florida, partieailarly 5e,:tion 215.431, FL -1. ;tat. (1985), and a Resol,ition No. 86_36, cf,cly adopted by the Board of County Commissioners (the "Board") of the County. on June 18, 1984, as amended and supplemented by a Resolution No. 87 duly adopted by the Board on _ . 1987 (collectively the "Resolution"), and other applicable provisions of law. Under the Resolution, Florida Natlonal Bank, a national banking association with its principal corporate trust office at Jacksonville, Florida (the "Paying Agent"), has been appointed as paying agent: for the Notes. The Resolution contains covenants of the County to comply with previsions of the Internal Revenue Code of 1988, as amended (the "C(A*"), and applicable regulations promulgated thereunder, inter alfa, to preserve the federal income tax exemption of the interest on the Notes. The County, pursuant to power and authority vested in it by law, has determined to undertake the acquisition and construction of additions, extensions and improvements to the System (hereinafter defined), pursuant to authorization contained in the Resolution, in accordance with certain plana and specifications on file with the Board; all of which underta►ktngs. together with any changes, modifications or alterations thereof. approved in the manner provided in the Resolution, herein are referred to as the "Project". The facilities contemplated by the Project, together with all appurtenant facilities and properties that the County has acquired or hereafter shall acquire in connection with the combined water and sewer facilities of the County, and together with any and all improvements, extensions and additions thereto hereafter constructed to acquired, herein are referred to as the "System". The Resolution provides, inter alis, that the proceeds of the Notes, together with other money made available for the B-1