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Augusf 17, 2009 <br />Page 2 <br />been conducted in accordance with all applicable open meeting laws and all other applicable state <br />and federal laws. <br />4. T--heAgreement=-has been dul-y-executed-and delivered-by-L-essee and-consi;i~ute-legal; <br />valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms <br />thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, <br />insolvency, moratorium, reorganization or other laws of equitable principles of general application, <br />or of application to municipalities or political subdivisions such as the Lessee, affecting remedies <br />or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. <br />5.-- As of the date hereof, based on such inctuir-}wand-investigation as-we-have deemed <br />sufficient, no litigation is pending, (or, to our lalowledge, threatened) against Lessee in any court (a) <br />seeking to restrain or enjoin the delivery of the Agreement; (b) questioning the authority of Lessee <br />to execute the Agreement, or the validity of the Agreement, or the payment of principal of or interest <br />on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any <br />proceedings, authorizing the execution of the Agreement; or (d) affecting the provisions made for <br />the payment of or security for the Agreement. <br />This opinion may be relied upon by Lessor, its successors and assigns, and any other legal <br />counsel who provides an opinion with respect to the Agreement and the Property Schedule. <br />Very truly yours, <br />C~ ~-~--~ <br />By: Catherine D. Reischmann, City Attorney <br />111 N. Orange Ave, Suite 2000 • P.O. Box 2873 • Orlando, Florida 32802-2873 <br />Orlando (407) 425-9566 Fax (407) 425-9596 • Kissimmee (321) 402-0144 • Cocoa. (866) 425-9566 • Ft. Lauderdale (954) 670-1979 <br />Website: www.orlandolaw.net • Email: firm@orlandolaw.net <br />