Okaloosa County BOCC — November 4, 2014 — Bond Purchase Agreement — reading text

as may have been agreed to by the Underwriter. (ii) A final approving opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel, addressed to the County, dated the date of the Closing, in substantially the form included in the Official Statement as Appendix D. (iii) A letter of Bond Counsel addressed to the Underwriter, and dated the Closing Date, to the effect that their final approving opinion referred to in Section 7(f)(ii) hereof may be relied upon by the Underwriter to the same extent as if such opinion were addressed to the Underwriter. (iv) An opinion of Nabors, Giblin & Nickerson, P.A., County Attorney, addressed to the County, the Underwriter and any bond insurer, and dated the date of the Closing, substantially to the effect that: (A) the County is a duly organized and existing political subdivision of the State of Florida with authority to execute and deliver the Series 2014 Bonds, this Bond Purchase Agreement, the Continuing Disclosure Certificate, the Registrar and Paying Agent Agreement and the Official Statement (collectively, the "Financing Documents"); (B) the Resolution and all other resolutions relating to the execution and delivery of the Financing Documents have been duly adopted at meetings of the County duly called and held in accordance with law and at which quorums were present and acting throughout, and that the Resolution and all other resolutions relating to the execution and delivery of the Financing Documents remain in full force and effect and have not been amended in any respect; (C) the County has duly authorized, executed and delivered the Official Statement and authorized the distribution of the Official Statement and the use thereof by the Underwriter in connection with the public offering of the Series 2014 Bonds; (D) the Resolution has been duly adopted by the County and constitutes a binding and valid agreement of the County that is enforceable in accordance with its terms, except to the extent that the enforceability and binding effect of any of the provisions of the Resolution or of any rights pursuant thereto, are subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws in effect from time to time affecting the rights of creditors generally, and except to the extent that the enforceability thereof may be limited by application of general principles of equity (regardless of whether such enforceability is sought in proceeding in equity or at law) and except to the extent that the enforceability of the indemnification provisions in the Financing Documents may be limited by federal or state law; 11  (E) to our knowledge, no provision of the Resolution results in or constitutes a default under any agreement, indenture or other instrument to which the County is a party or by which it may be bound; (F) the County's adoption of the Resolution is not subject to any authorization, consent, approval or review of any governmental body, public officer or regulatory authority required on the date of this opinion and not theretofore obtained or effected; (G) to our knowledge, the County has obtained all licenses, approvals and permits that are now required under federal, state and local laws to own and operate its water and wastewater facilities; (H) assuming proper execution and delivery, the Bond Purchase Agreement constitutes a valid and binding limited obligation of the County in accordance with its terms, except to the extent that the enforceability and binding effect of any of the provisions of the Bond Purchase Agreement or any rights pursuant thereto, are subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws in effect from time to time affecting the rights of creditors generally, and except to the extent that the enforceability thereof may be limited by application of general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law) and except to the extent that enforceability of the indemnification provisions in the Bond Purchase Agreement may be limited by federal or state law; (I) the execution and delivery of the Financing Documents and the compliance with the provisions thereof under the circumstances contemplated thereby, do not and will not in any material respect constitute on the part of the County a breach of or default under any indenture, deed of trust, mortgage, agreement, or other instrument of which such counsel has knowledge and to which the County is a party, or, to such counsel's knowledge, do not materially conflict with, violate, or result in a breach of any existing law, public administrative rule or regulation, judgment, court order or consent decree to which the County is subject; (J) the information and statements relating to the County contained in the Official Statement under the captions entitled "INTRODUCTION," "PURPOSE OF THE SERIES 2014 BONDS," "THE PROJECT" and "LEGAL MATTERS -- Litigation" (except as to statistical and financial information as to which no opinion is expressed) are true, correct and complete in all material respects; (K) without undertaking to investigate or determine independently the accuracy or completeness or to verify the information furnished with respect to matters described in the Official Statement, except as provided in paragraph (J) above, but on the basis of only our information gained in the ordinary course of our representation of the County, nothing has come to our attention that would 12  lead us to believe that the Official Statement when read in conjunction with Appendix C -- Form of Resolution thereto (except for the financial and statistical data and the statements related thereto and the information contained under the caption "TAX MATTERS RELATED TO THE SERIES 2014 BONDS," as to which no opinion is expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (L) except as disclosed in the Official Statement, there is no action, suit or proceeding, at law or in equity before or by any court, or, to our knowledge, any governmental investigation pending or threatened against the County (a) challenging the validity of the Financing Documents or the transactions described thereby, or (b) the collection of revenues pledged under the Resolution, or (c) challenging the accuracy or completeness of the Official Statement or the validity of the transactions described therein, or (d) challenging the existence or powers of the County or the titles of its officers to their respective offices, or (e) which, if determined adversely to the County or its interests, would have a material adverse effect upon the consummation of the transactions described in, or the validity of, the Financing Documents, or upon the financial condition, assets, properties or operations of the County. (v) A certificate, which shall be true and correct at the time of Closing, signed by the Chairman of the Board of County Commissioners of the County and the County Administrator or such other officials satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that, to the best of their knowledge and belief: (A) the representations, warranties and covenants of the County contained herein are true and correct in all material respects as of the Closing Date and that the County has satisfied all conditions to be performed or satisfied hereunder at or prior to Closing; (B) the Official Statement did not as of its date, and does not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (provided, that no opinion need be expressed regarding the information contained therein relating to any bond insurer or bond insurance policy, or DTC and its book-entry only system); (C) that, except as disclosed in the Official Statement, no litigation or other proceedings are pending or, to his or her knowledge, threatened against the County in any court or other tribunal of competent jurisdiction, State or federal, in any way (I) restraining or enjoining the issuance, sale or delivery of any of the Series 2014 Bonds, or (II) questioning or affecting the validity of this Bond 13  Purchase Agreement, the Series 2014 Bonds, the Resolution, the Registrar and Paying Agent Agreement, the Continuing Disclosure Certificate or the pledge by the County of the Pledged Funds, or (III) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution, issuance or delivery of the Series 2014 Bonds or (IV) questioning or affecting (1) the organization or existence of the County or the title to office of the officers thereof, or (2) the power or authority of the County to collect the Pledged Funds or (V) asserting that the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (D) that except as disclosed in the Official Statement, the County is not in default nor has been in default at any time after December 31, 1975 as to the payment of principal or interest with respect to any obligation issued or guaranteed by the County as to which County revenues are pledged or payable with respect thereto; (E) that no event affecting the County has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purposes for which it is to be used or that is necessary to be disclosed therein in order to make the statements and information therein not misleading in any material respect; and (F) that since the date of the financial statements included in the Official Statement, (I) no material adverse change has occurred in the financial condition of the County and (II) the County has not incurred any material liabilities other than in the ordinary course of business, except as set forth in or contemplated by the Official Statement. (vi) An opinion of Nabors, Giblin & Nickerson, P.A. as Bond Counsel, addressed to the County and the Underwriter, and dated the Closing Date, to the effect that: (A) with respect to the information in the Official Statement and based upon said firm's review of the Official Statement, as Bond Counsel, and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, it is of the opinion that the information in the Official