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Board of County Commissioners of Indian River County Page 2 April 9, 2015 Resolution. We have not undertaken an independent audit, examination, investigation or inspection of the matters described or contained in any agreements, documents, certificates, representations and opinions relating to the Note, and have relied solely on the facts, estimates and circumstances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. Based on the foregoing, under existing law, we are of the opinion that: 1. The County is a duly created and validly existing political subdivision of the State of Florida. 2. The County has the right and power under the Constitution and laws of the State of Florida to adopt the Resolution, and the Resolution has been duly and lawfully adopted by the County, is in full force and effect in accordance with its terms and is valid and binding upon the County and enforceable in accordance with its terms, and no other authorization for the Resolution is required. The Resolution creates the valid pledge which it purports to create of the full faith and credit of Indian River County, Florida, subject to the limitation regarding the maximum 1/2 mill levy set forth in the Resolution, and subject to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution. 3. The County is duly authorized and entitled to issue the Note, and the Note has been duly and validly authorized and issued by the County in accordance with the Constitution and laws of the State of Florida and the Resolution. The Note constitutes a valid and binding obligation of the County as provided in the Resolution, is enforceable in accordance with its terms and the terms of the Resolution and is entitled to the benefits of the Resolution and the laws pursuant to which it is issued. The Note shall be secured on the same basis under the Resolution with the unrefunded Limited Ad Valorem Tax Bonds, Series 2006 that are outstanding under the Resolution, to the extent and except as provided in the Resolution. No holder of the Note shall ever have the right to compel the exercise of any ad valorem taxing power of the County above the 1/2 mill limitation set forth in the Resolution, or the ad valorem taxing power of the State of Florida or any political subdivision, agency or department thereof other than the County to pay the Note. 4. Under existing statutes, regulations, rulings and court decisions, the interest on the Note (a) is excluded from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that with respect to certain corporations, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax. The opinions set forth in this paragraph are subject to the condition that the County comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Note in order that interest thereon be (or