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Board of County Commissioners <br />of Indian River County <br />Page 3 <br />April 9, 2015 <br />continues to be) excluded from gross income for federal income tax purposes. Failure to comply <br />with certain of such requirements could cause the interest on the Note to be so included in gross <br />income retroactive to the date of issuance of the Note. The County has covenanted in the <br />Resolution to comply with all such requirements. Ownership of the Note may result in collateral <br />federal tax consequences to certain taxpayers. We express no opinion regarding such federal tax <br />consequences arising with respect to the Note. <br />5. The Note is an exempt security within the meaning of the Securities Act of 1933, <br />as amended, and it is not necessary in connection with the sale of the Note to register the Note <br />under the Securities Act of 1933, as amended, or to qualify the Resolution under the Trust <br />Indenture Act of 1939, as amended. <br />In rendering the opinions set forth above, we are relying upon (a) the arithmetical <br />accuracy of certain computations included in schedules provided by First Southwest Company <br />relating to the adequacy of the cash deposited in the Escrow Fund to pay the principal of, <br />redemption premium, if any, and interest on the Refunded Bonds, and (b) certifications of First <br />Southwest Company regarding the same. <br />The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that the <br />enforceability of the Resolution and the Note, respectively, may be limited by any applicable <br />bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' <br />rights generally, or by the exercise of judicial discretion in accordance with general principles of <br />equity. <br />The opinions set forth herein are expressly limited to, and we opine only with respect to, <br />the laws of the State of Florida and the United States of America. The only opinions rendered <br />hereby shall be those expressly stated as such herein, and no opinion shall be implied or inferred <br />as a result of anything contained herein or omitted herefrom. <br />This opinion is given as of the date hereof and we assume no obligation to update, revise <br />or supplement this opinion to reflect any facts or circumstances that may hereafter come to our <br />attention or any changes in law that may hereafter occur. <br />We have examined the form of the Note and, in our opinion, the form of the Note is <br />regular and proper. <br />Very truly yours, <br />