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conformity to the original document of all documents submitted to us as photostatic or certified <br /> copies. We have assumed due authorization, execution and delivery of all documents referenced <br /> herein by the parties thereto other than the Owner and that each of such parties has full power, <br /> authority and legal right to execute and deliver each such instrument. <br /> Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof: <br /> (i) The Owner is a municipal corporation validly existing and in good standing <br /> under the laws of the State of Indiana, with full power and authority to execute and deliver the <br /> documents listed above numbered (ii) through (v) (the "Financing Documents") and the Official <br /> Statement and to perform its obligations under each respective agreement. <br /> (ii) The Financing Documents have each been duly authorized, executed and <br /> delivered by the Owner and constitute legal, valid and binding obligations of the Owner, <br /> enforceable in accordance with their respective terms, except as the enforcement thereof may be <br /> limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization and similar laws <br /> (including fraudulent conveyance laws) affecting the enforcement of creditors' rights and <br /> remedies generally in effect from time to time, and (b) general principles of equity (regardless of <br /> whether such enforceability is considered in a proceeding at equity or at law). <br /> (iii) The execution and delivery of the Financing Documents and the performance by <br /> the Owner of the terms of the respective agreements do not conflict with or violate any other <br /> document, instrument, decree, indenture or agreement by which the Owner is bound. <br /> (iv) No approval, authorization or other action by, or filing with, the State of Indiana <br /> or any agency thereof, is required in connection with the execution and delivery by the Owner of <br /> the Bond Purchase Agreement. <br /> (v) There is no action, suit, proceeding, inquiry or investigation at law or in equity or <br /> before any court or public body pending or, to the best of our knowledge, threatened, to <br /> challenge the right, power or authority of the Owner to acquire, own and operate the Project or to <br /> perform its obligations under the Bond Purchase Agreement or the Financing Documents. <br /> (vi) The information concerning the Project and the Owner submitted by the Owner to <br /> the Trustee, the Underwriter or the Issuer and the information in the Preliminary Official <br /> Statement and the Official Statement relating to the Owner and the Project under the captions <br /> "THE PROJECT," "THE OWNER," "ESTIMATED SOURCES AND USES OF FUNDS," and <br /> "CERTAIN BONDHOLDERS' RISKS," does not contain an untrue statement of fact or fail to <br /> state a material fact necessary in order to make the statements therein, in the light of the <br /> circumstances under which they were made, not misleading as of the date hereof. <br /> We express no opinion as to any matter whatsoever, relating to the accuracy or <br /> completeness of any financial accounting or projection information furnished to any party under <br /> any of the above-referenced agreements or any other related document. <br /> A-2 <br />