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, : [TO BE DATED THE DATE OF DELIVERY OF AND PAYMENT FOR THE CERTIFICATES] ~AA,000,000 CERTIFICATES OF PARTICIPATION (COLJRTHOUSE SQUARE PKOJECT), 1998 SERIES A EVIDENCING DIRECT, FRACTIONAL UNDNIDED INTERESTS OF THE OWNERS THEREOF IN TIIE FINANCING PAYi~IENTS TO BE i~IADE BY MARION COUNTI' LINDER THIS AGREEivIENT We have reviewed a certified transcript of the proceedings of Marion County, Oregon (the "County"), a municipal corporation and political subdivision of the State of Oregon, relating to the execution and delivery by the County of that certain Financing and Trust Agreement dated as of December 1, 1998 (the "Agreement") between the County and , as trustee (the "Trustee"). The Agreement is being entered into by the County pursuant to the authority conferred upon it by ORS 271.390 and Resolution No. adopted by the County Board of Commissioners on , 1998 (the "Resolution"). All terms used in this opinion and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement. Pursuant to the Agreement, on the date hereof the Trustee is executing and delivering the 1998 Certificates. The 1998 Certificates evidence direct, fractional undivided interests of the Owners thereof in the 1998 Financing Payments required to be paid by the County to the Trustee in accordance with and subject to the terms, conditions and limitations set forth in the Agreement. The proceeds derived from the sale of the 1998 Certificates will be used to finance the County's Share of the costs of the Courthouse Square Project, all as provided in the Agreement. We have assumed the genuineness of all documents and signatures presented to us. In addition, we have assumed (but express no opinion) that all documents, instruments, agreements and certificates required to be executed and delivered by parties other than the County in connection with the execution and delivery of the 1998 Certificates and related transactions have been duly authorized, executed and delivered by such parties. With respect to matters of fact relevant to the opinions set forth herein, we have relied upon various certifications, representations and warranties made by authorized officers and officials of the County and other parties in the various documents relating to the execution and delivery of the 1998 Certificates, but have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents, and all of the legal conclusions contained in the opinions, referred to herein. Furthermore, we have assumed compliance with all covenants and agreements contained in the Agreement and the certificate executed by the County on the date hereof regarding, among other things, compliance with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), necessary to assure that interest on the 1998 Certificates will not be included in gross income for federal income tax purposes. We have undertaken no