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responsibility for the accuracy, completeness or fairness of the Official Statement relating to the 1998 Certificates or other offering materials relating to the 1998 Certificates and express no opinion relating thereto. Reference is made to the opinion of even date herewith of , counsel to the Trustee, to the effect, among other things, that the Agreement, the 1998 Certificates and the other documents to be entered into by the Trustee in connection with the execution and delivery of the Agreement have been duly authorized, executed and delivered by the Trustee and are the valid and binding obligations of the Trustee. Certain terms, requirements and procedl~res contained or referred to in the Agreement may be changed and certain actions may be taken, under the circumstances and subject to the terms and conditions set forth~ in the Agreement. The opinions set forth below are qualified to the extent that we express no opinion as to whether, following any such adjustment or change or the taking of any such action, the interest on the 1998 Certificates will continue to be excludable for federal income tax purposes from the gross incomes of the Owners. The opinions expressed herein are based on the analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof, including subsequent interpretations of the applicable law by competent judicial, regulatory and administrative authorities that modify, revoke, supplement, reverse, overrule or otherwise change applicable law and current interpretations thereo£ We have not undertaken to determine, or to inform any person, whether such actions or events are taken or do occur. Our engagement with respect to the 1998 Certificates and the opinions set forth herein concludes with the delivery of this opinion, and we disclaim any obligation to update this letter. In reliance on the opinions and certifications, representations and warranties described above and based upon our examination of the foregoing and the pertinent laws of the United States of America and the State of Oregon and such other documents, certificates, instruments and agreements as we have deemed necessary or appropriate, we are of the opinion that as of the date hereof: l. The County has duly authorized the execution and delivery of the Agreement and the performance by the County of its obligations thereunder. 2. The Agreement constitutes the valid and binding legal obligation of the County enforceable in accordance with its terms. BOND COUNSEL OPINION PAGE 2