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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 />