14-20 Cedar Glen Bond Ordinance Addendums

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As to questions of fact material to our opinion, we have relied upon the certified transcript of proceedings and certificates of public officials. We have not undertaken to verify any facts or representations by independent investigation. We advise you that we are qualified to practice law only in the State, and we do not purport to be expert on, or to express an opinion herein concerning, any laws other than the laws of the State and the federal law of the United States of America. Based solely on the foregoing, we are of the opinion, under existing law, as follows: 1. The Bond Purchase Agreement has been duly authorized, executed and delivered by the Issuer and, assuming due execution and delivery by the other parties thereto, constitutes a valid, legal and binding special obligation of the Issuer in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights, by the application of equitable principles of equitable remedies are sought and by judicial discretion in appropriate cases. 2. The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. 3. The statements in the Identified Sections, insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture and the Loan Agreement, present fair and accurate summaries thereof as of the respective dates of the Preliminary Official Statement and the Official Statement, and the date hereof. The statements contained in the Official Statement under the caption "TAX MATTERS" are an accurate statement or summary of the matters therein. We have not independently verified the accuracy, completeness or fairness of the statements contained in the Official Statement and take no responsibility therefor, except as and to the extent set forth in paragraph 3 above. Based upon the participation by certain lawyers within this firm as bond counsel in the issuance, sale and delivery of the Bonds, nothing has come to our attention which would lead us to believe that the statements in the Identified Sections of the Official Statement contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as specifically described in this paragraph, we have not been consulted on disclosure matters, and we express no opinion with respect to and have not undertaken to determine independently the accuracy, completeness or fairness of any statements contained or incorporated by reference in the Official Statement or any other offering material relating to the Bonds. We do not express any opinion or belief as to any of the financial, technical or statistical data or information included in (or incorporated by reference into) the Official Statement or attached thereto. The purpose of our professional engagement was not to establish or confirm factual matters in the Official Statement, and we have not undertaken any obligation to verify independently any of the factual matters set forth therein. In rendering this opinion, we have relied upon certifications of the Issuer and the Borrower with respect to certain material facts B-2