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constitute an acknowledgment of those limitations. Our representation of the Issuer will not affect, <br />however, our responsibility to render an objective Bond Opinion. <br />Our representation of the Issuer and the attorney-client relationship created by this <br />engagement letter will be concluded upon issuance of the Bonds. Nevertheless, subsequent to <br />Closing, we will mail the appropriate Internal Revenue Service Form 8038, prepare and distribute <br />to the participants in the transaction a transcript of the proceedings pertaining to the Bonds. <br />CONFLICTS <br />As you are aware, our firm represents many political subdivisions and investment banking <br />firms, among others, who do business with political subdivisions. It is possible that during the time <br />that we are representing the Issuer, one or more of our present or future clients will have transactions <br />with the Issuer. It is also possible that we may be asked to represent, in an unrelated matter, one or <br />more of the entities involved in the issuance of the Bonds. We do not believe such representation, <br />if it occurs, will adversely affect our ability to represent you as provided in this letter, either because <br />such matters will be sufficiently different from the issuance of the Bonds so as to make such <br />representations not adverse to our representation of you, or because the potential for such adversity <br />is remote or minor and outweighed by the consideration that it is unlikely that advice given to the <br />other client will be relevant to any aspect of the issuance of the Bonds. Execution of this letter will <br />signify the Issuer's consent to our representation of others consistent with the circumstances <br />described in this paragraph. <br />FIRM NOT A MUNICIPAL ADVISOR <br />As a consequence of the adoption of Rule 15Bal -1 pursuant to the Securities Exchange Act <br />of 1934 (the "Municipal Advisor Rule"), which has been promulgated by the Securities and <br />Exchange Commission as a result of the enactment of the Dodd -Frank Wall Street Reform and <br />Consumer Protection Act (the "Dodd -Frank Act"), we hereby inform the Issuer that we are not a <br />"Municipal Advisor" within the meaning of the Municipal Advisor Rule or the Dodd -Frank Act <br />(collectively, the "MA Rule"). In the course of performing our services as Bond Counsel in this <br />transaction, we may engage in analysis, discussion, negotiation, and advice tot he Issuer regarding <br />the legal ramifications of the structure, timing, terms, and other provisions of the financial <br />transaction that culminates with the planned issuance of the Bonds, and such services and advice <br />may be essential to the development of the plan of finance for the issuance of the Bonds. In turn, <br />these services become, among other things, the basis for the transaction's basic legal documents, the <br />preparation and delivery of the official statement or any other disclosure document that describes <br />the material terms and provisions of the transaction, if an offering document is used in the offering <br />of the Bonds, the preparation of the various closing certificates that embody the terms and provisions <br />of this transaction and the preparation and delivery of our Bond Opinion. Moreover, legal advice <br />Page 5 <br />