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<br />TALLAHASSEE FORT MYERS
<br />1500 Mahan Drive
<br />Suite 200
<br />Tallahassee, Florida 32308
<br />(850) 224-4070 Tel
<br />(850) 224-4073 Fax
<br />FORT LAUDERDALE
<br />110 East Broward Boulevard
<br />Suite 1700
<br />Fort Lauderdale, Florida 33301
<br />(954) 315-3852 Tel
<br />Nabors
<br />Giblin &
<br />Nlckersonp.A.
<br />Board of County Commissioners
<br />of Indian River County, Florida
<br />Vero Beach, Florida
<br />Commissioners:
<br />12731 World Plaza Lane
<br />Suite 2
<br />Fort Myers, Florida 33907
<br />(239) 288-4027 Tel
<br />(239) 288-4057 Fax
<br />TAMPA
<br />2502 Rocky Point Drive
<br />Suite 1060
<br />Tampa, Florida 33607
<br />(813) 281-2222 Tel
<br />(813) 281-0129 Fax
<br />April 9, 2015
<br />We have examined a record of proceedings relating to the issuance of a $20,369,000
<br />Limited General Obligation Refunding Note, Series 2015 (the "Note") of Indian River County,
<br />Florida (the "County"). The Note is issued under and pursuant to the laws of the State of Florida,
<br />including particularly Section 125.01, et seq., Florida Statutes, and pursuant to Resolution No.
<br />2005-059 of the County, adopted May 17, 2005, as amended and supplemented, and particularly
<br />as supplemented by Resolution No. 2015-047 of the County, adopted April 7, 2015 (collectively,
<br />the "Resolution").
<br />The Note is dated and bears interest from its date of delivery, except as otherwise
<br />provided in the Resolution. The Note will mature on the date, bear interest and be subject to
<br />principal repayment as set forth in the Resolution. Interest on the Note will be payable on each
<br />January 1 and July 1, commencing July 1, 2015. The Note is subject to redemption prior to
<br />maturity in accordance with the Resolution.
<br />The Note is issued for the principal purpose of refunding the County's Limited General
<br />Obligation Tax Bonds, Series 2006, maturing in the years 2017 through 2021 (the "Refunded
<br />Bonds"). Certain proceeds of the Note, together with other moneys of the County, shall be
<br />deposited into an escrow deposit trust fund (the "Escrow Fund") established pursuant to the
<br />Escrow Deposit Agreement, dated as of April 1, 2015, between the County and The Bank of
<br />New York Mellon Trust Company, N.A., Jacksonville, Florida, and held therein uninvested or,
<br />as permitted thereby, invested in direct obligations of the United States of America (the "Escrow
<br />Securities"), such that the principal of and interest on said Escrow Securities shall be sufficient to
<br />pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the
<br />same become due or are redeemed prior to maturity.
<br />As to questions of fact material to our opinion, we have relied upon the representations of
<br />the County contained in the Resolution, and in the certified proceedings relating thereto and to
<br />the issuance of the Note and other certifications of public officials furnished to us in connection
<br />therewith, without undertaking to verify the same by independent investigation. Furthermore,
<br />we have assumed continuing compliance with the covenants and agreements contained in the
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