Okaloosa County BOCC — August 6, 2013 — Resolution for Airport Revenue Refunding Bonds, Series 2013 — reading text

Documents, (b) are entitled to the benefits of the Resolution, the Trust Indenture and the Act, (c) D-3 are enforceable in accordance with their terms and the terms of the Resolution and the Trust Indenture, and (d) constitute valid, legal, and binding obligations of the Issuer enforceable in accordance with their terms, subject to and except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, or applicable laws or equitable principles that may affect the remedies or injunctive or other equitable relief. 7. The PFC Revenues have been duly and lawfully levied and imposed by the Issuer pursuant to the Act and applicable federal law and regulations and the Issuer has full legal right and power to levy, receive, and enforce the PFC Revenues in accordance with applicable laws, and as described in the Official Statement. 8. Except as described in the Official Statement, there is no pending action, suit or proceeding at law or in equity to which the Issuer is a party, before or by any court, government agency, public board or body, or to the best of my knowledge after reasonable inquiry, any inquiry or investigation or threatened action against or affecting the Issuer, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by the Official Statement, the levy or collection of the PFC Revenues or the validity of the Bonds, the Resolution, the Trust Indenture or the Agreements. 9. Except as described in the Official Statement, all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities required for the Issuer's adoption, execution or performance of the 2013 Bonds, the Resolution, the Trust Indenture and the Agreements and the levy and collection of the PFC Revenues have been obtained or effected. 10... The execution and delivery of the 2013 Bonds, the Trust Indenture, and the Agreements, the levy, imposition or collection of the PFC Revenues, the pledge of the Trust Estate under the Trust Indenture and the adoption of the Resolution, and compliance with the provisions on the Issuer's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment or decree, or to the best of my knowledge after reasonable inquiry, any provision of any loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument (collectively, the "Instruments") to which the Issuer is a party. The Issuer has not executed nor is it a party to any Instruments or ordinances or resolutions creating or imposing any lien, charge or other security interest or encumbrance of any nature upon any of the Issuer's property or assets pledged pursuant to the Bond Documents, except as expressly provided by the 2013 Bonds, the Trust Indenture, the Agreements and the Resolution. I am admitted to the practice of law only in the State of Florida. Nothing herein shall be construed to be an opinion as to the applicability or effect of (a) laws of any jurisdiction other than the State of Florida or the United States of America, (b) the tax treatment of the 2013 Bonds, (c) the requirements of federal or state securities laws, including federal or state registration or blue sky laws, or (d) any financial or statistical matters. This opinion is limited to the matters expressly stated as such herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein or omitted herefrom. The opinions expressed herein are as of the date hereof, and I assume no obligation to update or supplement such opinions to reflect any D-4 facts or circumstances that may hereafter come to my attention or any changes in law that may hereafter occur. This opinion letter is provided solely for your benefit in connection with the transaction described above and may not be relied upon by any other persons or for any other purposes. Respectfully submitted, By: John R. Dowd, Esquire County Attorney D-5