Ordinance 2002-162 - Laserfiche WebLink

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EXHffiIT C OPINION OF BORROWER'S COUNSEL [Letterhead of Counsel to Borrower] ,2002 Florida Municipal Loan Council c/o League of Cities, Inc. 301 Bronough Street Tallahassee, Florida 32301 Wachovia Bank, National Association Corporate Trust Department 225 Water Street, 3rd Floor Jacksonville, Florida 32202 Bryant, Miller and Olive, P.A. 10 I East Kennedy Blvd., Suite 2100 Tampa, Florida 33602 Banc of America Securities LLC 1640 Gulf-to-Bay Boulevard Clearwater, Florida 33755 MBIA Insurance Corporation Armonk, New York Gentlemen: Weare counsel to [Name of Borrower] , Florida (the "Borrower"), and have been requested by the Borrower to give this opinion in connection with the loan by the Florida Municipal Loan Council (the "Council") to the Borrower of funds to finance or refinance or reimburse the Borrower for all or a portion of the cost of a certain Project (the "Project") as defined in, and as described in Exhibit A of, the Loan Agreement, dated as of , 2002 (the "Loan Agreement"), between the Council and the Borrower. In this connection, we have reviewed such records, certificates and other documents as we have considered necessary or appropriate for the purposes ofthis opinion, including applicable laws, and ordinances adopted by the [name of governing board] ofthe Borrower, the Loan Agreement, an Trust Indenture dated as of , 2002 (the "Indenture") between the Council and , as trustee (the "Trustee") and Ordinance No. enacted by the Borrower on , 2002 (the "Ordinance"). Based on such review, and such other considerations oflaw and fact as we believe to be relevant, we are of the opinion that: (a) The Borrower is a municipality duly organized and validly existing under the Constitution and laws of the State of Florida and under the provisions of the Constitution and laws of the State of Florida. The Borrower has the legal right and all requisite power and authority to enter C-l