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performing an independent investigation to determine the accuracy, completeness or <br />sufficiency of any such document or rendering advice that the official statement or <br />other disclosure document does not contain any untrue statement of a material fact <br />or omit to state a material fact necessary to make the statements contained therein, <br />in light of the circumstances under which they were made, not misleading. <br />(2) Preparing requests for tax rulings from the Internal Revenue Service, or no action <br />letters from the Securities and Exchange Commission. <br />(3) Preparing state securities law memoranda or investment surveys with respect to the <br />Bonds. <br />(4) Drafting state constitutional or legislative amendments. <br />(5) Pursuing test cases or other litigation. <br />(6) Making an investigation or expressing any view as to the creditworthiness of the <br />Issuer or the Bonds. <br />(7) Representing the Issuer in Internal Revenue Service examinations or inquiries, or <br />Securities and Exchange Commission investigations. <br />(8) After Closing, providing continuing advice to the Issuer or any other party <br />concerning any actions necessary to assure that interest paid on the Bonds will <br />continue to be excludable from gross income for federal income tax purposes (e.g., <br />our engagement does not include rebate calculations for the Bonds). <br />(9) Negotiating the terms of, or opining as to, any investment contract. <br />(10) Addressing any other matter not specifically set forth above that is not required to <br />render our Bond Opinion. <br />ATTORNEY-CLIENT RELATIONSHIP <br />Upon execution of this engagement letter, the Issuer will be our client and an attorney-client <br />relationship will exist between us. We further assume that all other parties in this transaction <br />understand that we represent only the Issuer in this transaction, we are not counsel to any other <br />party, and we are not acting as an intermediary among the parties. Our services as bond counsel are <br />limited to those contracted for in this letter; the Issuer's execution of this engagement letter will <br />Page 4 <br />