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LESSEE : INDIAN RIVER COUNTY, FL OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement ("Lease") — by and between Lessor and Lessee, I am of the opinion that: (I) Lessee is a tax-exempt entity under Section 103 of the Internal revenue Code of 1986, as amended ; (11) the execution, delivery and performance by Lessee of the Lease have been duly authorized by all necessary action on the part of Lessee ; (III) the Lease constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with terms and all statements contained in the Lease and all related instruments are true ; (IV) there are no suits, proceedings or investigations pending or, to my knowledge, threatened against or affecting Lessee, at law or in equity , or before or by any governmental or administrative agency or instrumentality which, if adversely determined, would have a material adverse effect on the transaction contemplated in the Lease or the ability of Lessee to perform its obligations under the Lease and Lessee is not in default under any material obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which either individually or in the aggregate would have the same such effect; and (V) all required public bidding procedures regarding the award of the Lease have been followed by Lessee and no governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of the Lease . Counse;Ifj Lessee : County Attorney ' s Office Marian ell , Assistant County Attorne By : Date : d ria el Approved by Indian River County Board of County Commissioners on November 23 , 2004 , and bearing an Effective Date of February 1 , 2005