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(1) A definitive copy of the Official Statement, signed on behalf of the
<br />County by an Authoriz.ed County Representative;
<br />(2) An opinion of Special Tax Counsel to the County, dated the date of
<br />the Closing and addressed to the County and to the Underwriters in the form included in the)
<br />Official Statement;
<br />(3) A certificate executed by an Authorized County Representative,
<br />acting in his or her official capacity, stating that to the best of his or her'.:nowledge and belief: (i)
<br />the descriptions and statements contained in the Official Statement, and any addenda, supplement
<br />or amendment thereto pursuant to Paragraph 8, for the 1998 Certificates on the date of such Official
<br />Statement, on the date of sale of the 1998 Certificates to the ~~~er~~Undervvriters and on the
<br />date of the Closing, were and are true and correct in all materia'. respects; (ii) insofar as the County
<br />and its affairs, including its financial affairs, are concerned, such Official Statement did not and
<br />does not contain any untrue statement of a material fact or omit to state a material fact required to
<br />be stated therein or necessary to make the statements therein, in the light of the circumstances under
<br />which they were made, not misleading; (iii) insofar as the descriptions and statements, including
<br />financial data, of or pertaining to entities other than the County contained in such Official
<br />Statement are concerned, such statements and data have been obtained from sources which he
<br />believes to be reliable and he has no reason to believe that they aze untrue in any material respect;
<br />and (iv) there has been no material, adverse change in the financial condition of the County since
<br />the date of the Official Statement;
<br />(4) An opinion, dated the date of the Closing and addressed to the
<br />~+ Undervvriters and to Snecial Tax Counsel , of ~esi~~-6e~~se~Michael Hansen, Countv Counsel, to I
<br />the effect that (i) the County is duly organized and validly existing as a municipal corporation under
<br />the Constitution and laws of the State of Oregon, with full legal right, power and authority to ~ss~e
<br />xecute and deliver, and to perform aii of its obligations under this Purchase
<br />Contract, the Agreement, the Mortgage~~e-~er~~sa~es and the Resolution and the same are in full
<br />force and effect; (ii) this Purchase Contract the Agreement and the Mortgage have been duly
<br />authorized, executed and delivered by, and the Resolution has been duly adopted by, and constitute
<br />legal, valid and binding agreements and obligations enforceable in accordance with their respective
<br />terms of, the County, except as enforcement may be limited by bankruptcy, insolvency,
<br />reorganization or similar laws limiting creditors' rights; and (iii) _
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<br />' based upon the information made available to ~e~-such
<br />counsel in the course of ~ke}~his participation in the preparation of the O~cial Statement and
<br />~ without having undertaken to determine independently or assuming any responsibility for the
<br />accuracy, completeness ar fairness of the statements contained in the Official Statement, such
<br />- 1 ~- J~.1KE1\Pru-BachelMarion County\BPA.doc
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