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(2) Prepare and review documents necessary or appropriate to the authorization, <br />issuance and delivery of the Bonds, coordinate the authorization and execution of <br />such documents, and review enabling legislation. <br />(3) Assist the Issuer in seeking from other governmental authorities such approvals, <br />permissions and exemptions as we determine are necessary or appropriate in <br />connection with the authorization, issuance and delivery of the Bonds, except that <br />we will not be responsible for any required federal or state securities law filings. In <br />this connection, we particularly undertake to assist the Issuer in having the Bonds <br />approved by the Public Finance Division of the Office of the Texas Attorney <br />General, and, following such approval, registered by the Texas Comptroller of Public <br />Accounts. <br />(4) Review legal issues relating to the structure of the Bond issue. <br />(5) If requested, assist the Issuer in presenting information to bond rating organizations <br />relating to legal issues affecting the issuance of the Bonds. <br />(6) Draft the continuing disclosure undertaking of the Issuer (if any is required by the <br />Sale Agreement). <br />Our Bond Opinion will be delivered by us on the date the Bonds are exchanged for their <br />purchase price (the "Closing"). The Issuer will be entitled to rely on our Bond Opinion. <br />The Bond Opinion will be based on facts and law existing as of its date. In rendering our <br />Bond Opinion, we will rely upon the certified proceedings and other certifications of public officials <br />and other persons furnished to us without undertaking to verify the same by independent <br />investigation, and we will assume continuing compliance by the Issuer with applicable laws relating <br />to the Bonds. During the course of this engagement, we will rely on you to provide us with <br />complete and timely information on all developments pertaining to any aspect of the Bonds and their <br />security. We understand that you will direct members of your staff and other employees of the <br />Issuer to cooperate with us in this regard. <br />Our duties in this engagement are limited to those expressly set forth above. Unless we are <br />separately engaged in writing to perform other services, our duties do not include any other services, <br />including the following: <br />(1) Assisting in the preparation or review of an official statement or any other disclosure <br />document with respect to the Bonds or, in connection with the issuance of the Bonds, <br />Page 3 <br />