duly and lawfully adopted by the Issuer, is in full force and effect and constitutes the legal,
<br />valid and binding special obligation of the Issuer, enforceable in accordance with its terms,
<br />subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights
<br />generally and subject, as to enforceability, to general principles of equity (regardless of
<br />whether enforcement is sought in a proceeding in equity or at law), and no other
<br />authorization is required; the Bonds are valid and binding special obligations of the Issuer,
<br />enforceable in accordance with their terms and the terms of the Resolution, subject to
<br />applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and
<br />subject, as to enforceability, to general principles of equity (regardless of whether
<br />enforcement is sought in a proceeding in equity or at law) and are entitled to the benefits
<br />of the Resolution and the Act; (ix) there is no action, suit, proceeding, inquiry or
<br />investigation to which the Issuer is a party at law or in equity before or by any court,
<br />government agency, public board or body, pending or, to the best of his knowledge,
<br />threatened against or affecting the Issuer, nor, to the best of her knowledge, is there any
<br />basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavor-
<br />able decision, ruling or finding would have a materially adverse effect upon the
<br />transactions contemplated by the Official Statement, the validity of the Bonds, the
<br />Resolution, or this Bond Purchase Contract, except as described in the Official Statement;
<br />(x) all authorizations, consents, approvals and reviews of governmental bodies or
<br />regulatory authorities then required for the Issuer's, adoption execution or performance
<br />of the Bonds, the Resolution, and this Bond Purchase Contract have been obtained or
<br />effected; and, in addition, she shall give her opinion to the same effect set forth under the
<br />caption "Litigation" in the Official Statement;
<br />(5) An opinion of general counsel of Financial Guaranty Insurance Company,
<br />dated the date of Closing and addressed to the Underwriters, in form and substance
<br />satisfactory to the Underwriters, to the effect that: (i) the Insurer is duly qualified to do
<br />business in the State of Florida, (ii) the Insurer has full corporate power and authority to
<br />execute and deliver the insurance policy for the Bonds (the "Policy") and the Policy has
<br />been duly authorized, executed and delivered by the Insurer and constitutes a legal, valid
<br />and binding obligation of the Insurer enforceable in accordance with its terns, and (iii) the
<br />information contained in the Official Statement under the heading "Municipal Bond
<br />Insurance" is true and correct in all material respects and does not omit any statement
<br />which in his opinion should be stated therein in order to make the statements made therein
<br />in light of the circumstances in which made, not misleading,
<br />(6) An opinion, dated the Date of Closing and addressed to the Issuer and the
<br />Underwriters; (or by providing a Reliance Letter stating the Underwriters can rely on the
<br />opinion addressed to the Issuer as if it was addressed to the Underwriters) of Bryant,
<br />Miller & Olive, P.A., , to the effee! OW the Bonds are no! su�eet to
<br />!he registration requiremetim of the Seetiriiies Ae! of 1933, as emetiiled-awl based upon
<br />their review of the Official Statement as Disclosure Counsel and without having
<br />undertaken to determine independently the accuracy, completeness, or fairness of the
<br />statements contained in the Official Statement, as of the date of Closing nothing has come
<br />to the attention of such counsel causing them to believe that (A) the Official Statement as
<br />of its date contained any untrue statement of a material fact or omitted to state a material
<br />fact required to be stated therein or necessary to make the statements therein, in light of
<br />the circumstances under which they were trade, not misleading (except for the financial
<br />and statistical information contained in the Official Statement as to which no view need be
<br />expressed), or (B) the Official Statement (as supplemented or amended pursuant to
<br />Subsection (m) of Section 5 hereof, if applicable) as of the date of Closing contained any
<br />untrue statement of a material fact or omits to state a material fact required to be stated
<br />
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