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counsel ~has no reason to believe that the Official Statement as of its date and as of the Closing I <br />~ contained or contains any untrue statement of a material fact or omitted to state a material fact <br />therein ar necessary to make the statements therein, in the light of the circumstances under which <br />they were made, not misleading (except that no opinion or belief need be expressed as to any <br />engineering, financial and statistical data contained in the Official Statement); ~ <br />(5) An opinion, dated the date of the Closing and addressed to the <br />i~~er~e~Underwriters, of Preston Gates & Ellis LLP, counsel to the ~~~eFUnderwriters, I <br />to the effect that, based on the documents and inquiries described therein, the 1998 Certificates are <br />not subject to the registration requirements of the Securities Act of 1933, as amended and as then in <br />effect, and constitute "municipal securities" under the Securities Exchange Act of 1934, as amended <br />and as then in effect, and as to such additional matters as the i-3~~er~e~Underwriters shalll <br />reasonably request; <br />(6) An arbitrage certificate, dated the date of the Closing, signed by an <br />Authorized County Representative, in a form acceptable to the Underwriters; <br />(7) A bond insurance policy from ("_") insuring the <br />bonds; <br />(8) An opinion of legal counsel to _ the Insurer in form and substance <br />satisfactory to the ~~er-w~e~Underwriters; <br />(9) An executed copy of the Agreement and the Site Mortgage; <br />~ (10) A certificate of the Trustee, dated the date of the Closing to the effect <br />- 1 1 - J-.\KE11Pru-Bache\Marion Counry\BPA.doc <br />