HomeMy WebLinkAboutExhibit 11EXHIBIT C
FORM OF OPINION OF BOND COUNSEL
This opinion should cover the following matters:
1. Legal authority of Issuer to enter into Bond Purchase Agreement and
[insert any other basic security documents], to carry out the terms thereof and to [insert specifics
as to Issuer, as appropriate];
2, Due authorization, execution and delivery of agreements referred to in the
foregoing paragraph, the due authorization of the execution, delivery and distribution of the
Official Statement.
3. The legally valid and binding nature of the agreements referred to in the
first paragraph hereof (subject to bankruptcy exceptions);
4. The agreements referred to in the first paragraph hereof do not constitute a
breach of, or default under, any agreement, etc. to which the Issuer is bound or under any law,
etc.;
5. Nature of security interest created by the Resolution and the Indenture
(subject to bankruptcy exceptions);
6. The statements contained in the Official Statement under the headings
"INTRODUCTION", "PURPOSE OF THE ISSUE", "PLAN OF REFUNDING",
"DESCRIPTION OF THE SERIES 2006 BONDS" (except for Book Entry Only System),
"SECURITY AND SOURCES OF PAYMENTS FOR THE SERIES 2006 BONDS", "LEGAL
MATTERS", "TAX MATTERS", "CONTINUING DISCLOSURE" and APPENDIX B —
INDENTURE, insofar as such statements purport to summarize certain provisions of the
documents referred to therein, present a fair and accurate summary of such provisions; and
7. The Bonds are exempted securities as described in Section 3(a)(2) of the
Securities Act of 1933, as amended and now in effect, and the offer and sale thereof does not
require any registration under such Securitiesof 1939,as amended andlnownn effect. of the Resolution or the
Indenture under the Trust Indenture Act
This opinion should also contain a statement as to the role of Bond Counsel in the
participation in the preparation of the Official Statement and a "10b-5" opinion subject to
appropriate exceptions.
C - I
ORL11PFCP\a30216.4
38591/0001