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3. Assuming continuing compliance by the County with its covenants relating to the federal tax-exempt status of the interest component of the 1998 Financing Payments (the Tax Covenants"), under Section 103 of the Code the interest components of each 1998 Financing Payment paid by the County pursuant to the Agreement and received by the Owners of the 1998 Certificates is not includable for federal income tax purposes in the gross incomes of the registered Owners of the 1998 Certificates and is exempt from present personal income taxes imposed by the State of Oregon. Such interest is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although we observe that it is included in adjusted current earnings when calculating corporate alternative minimum taxable income. The failure of the County to continuously comply with the Tax Covenants could result in the interest components of the 1998 Financing Payments becoming includable for federal income t~ purposes in the gross incomes of the Owners of the 1998 Certificates, which includability in gross income could be retroactive to the date of execution and delivery of the 1998 Certificates. We have not been engaged, and will not undertake, to monitor the County's compliance with such covenants or inform any person as to whether such covenants are being complied with. We express no opinion as to whether the interest components of the 1998 Financing Payments paid or coming due after the occurrence of a Nonappropriation Event will be excludable for federal income tax purposes from the gross incomes of the registered Owners of the 1998 Certificates ar exempt from personal income taxes imposed by the State of Oregon. The foregoing opinions are qualified to the extent that the rights and remedies of the Owners of the 1998 Certificates may be limited or otherwise affected by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws, by general principles of equity relating to or affecting the enforcement of creditors' rights generally, whether now or hereafter in existence, and by principles of public policy concerning, affecting or limiting the enforcement of rights or remedies against governmental entities such as the County. In addition, we advise you that an Oregon court may not strictly enforce certain provisions contained in the Agreement or allow acceleration of the maturity of the indebtedness evidenced by the Agreement if it concludes that such enforcement or acceleration would be unreasonable under circumstances then existing. The following list is not a complete recitation of matters as to which no opinion is expressed, but we wish to emphasize specifically that we express no opinion as to the enforceability of: BOND COUNSEL OPINION PAGE 3