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Board of County Commissioners <br />of Indian River County <br />Nabors, Giblin & Nickerson, P.A. <br />Regions Capital Advantage, Inc. <br />Page 3 <br />April 9, 2015 <br />8. All consents, approvals or authorizations, if any, of any Florida governmental <br />authority required on the part of the Issuer in connection with the adoption of the Resolution, the <br />offer, issue, sale or delivery of the Note and the consummation of the transactions contemplated <br />thereby have been obtained by the Issuer (but no representation is made as to consents, approvals <br />or authorizations required to be obtained by the Purchaser). <br />9. The Issuer has not been served or notified in writing of any action, suit, <br />proceeding or investigation and to my knowledge no action, suit, proceeding or investigation is <br />pending against the Issuer or threatened against the Issuer (a) in any way affecting the existence <br />of the Issuer or in any way challenging the respective powers of the several offices of the <br />officials of the Issuer or the titles of the officials holding their respective offices; or (b) seeking <br />to restrain or enjoin the issuance or delivery of the Note, or the collection of revenues or assets of <br />the Issuer pledged or to be pledged to pay the principal of, premium, if any, and interest on the <br />Note or in any way contesting or affecting the validity or enforceability of the Resolution or the <br />Note, or contesting the powers of the Issuer or its authority with respect to the Resolution or the <br />Note; (c) questioning or affecting the validity of any of the proceedings relating to the <br />authorization, sale, execution, issuance or delivery of the Note; (d) questioning or affecting the <br />Issuer's ability to refund the Refunded Bonds; or (c) in which a final adverse decision would <br />materially adversely affect the ability of the Issuer to issue the Note or declare the Resolution or <br />the Note or any of the foregoing documents to be invalid and unenforceable in whole or in part. <br />10. All actions taken by the Issuer in connection with the Resolution and the Note are <br />legal and valid in all respects and none of the proceedings had, or actions taken, with respect to <br />any of the foregoing, have been repealed, revoked or rescinded. <br />Respectfully submitted, <br />Dylan Reingold <br />County Attorney <br />