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BK - 00026 PG <br />WOMBLE <br />CARLYL.E or <br />150 Fayetteville Street <br />Suite 2100 <br />SANDRIDGE <br />Raleigh, NC 27601 <br />& RICE <br />Mailing Address: <br />A LIMITED LIABILITY <br />Post Office Box 831 <br />PARTNERSHIP <br />Raleigh, NC 27602 <br />Telephone: (919) 755 -2100 <br />Fax: (919) 755 -2150 <br />wwwwcsr.com <br />May 12, 2014 <br />VIA E -MAIL <br />Lisa G. Minter <br />Finance Officer <br />Lee County <br />PO Box 1968 <br />Sanford, NC 27331 -1968 <br />Paul H. Billow <br />Direct Dial: (919) 755 -2156 <br />Direct Fax: (919) 755 -6098 <br />E -mail: pbillow @wcsr.com <br />Re: County of Lee, North Carolina General Obligation Community College Bonds <br />Dear Lisa: <br />We are pleased to serve as bond counsel to the County of Lee, North Carolina (the <br />"County ") in connection with the authorization, sale and issuance of general obligation bonds to <br />finance various community college improvements (the `Bonds "). The purpose of this letter is to <br />set forth our understanding of the terms of this engagement for which we have been retained by <br />the County. <br />ROLE OF BOND COUNSEL <br />Bond counsel is engaged as a recognized independent legal expert whose primary <br />responsibility is to render an objective legal opinion with respect to the authorization, issuance <br />and validity of bonds and other obligations of municipal entities such as the County. We will <br />provide all services customarily rendered by bond counsel in connection with the respective <br />financings, including (a) preparation of the various Board of Commissioners' proceedings, <br />notices, certificates and other legal and tax documentation required for the authorization, sale and <br />issuance of the Bonds, (b) rendering legal advice as to the tax consequences of the transaction <br />and advising the County as to compliance with the federal tax laws applicable to the Bonds, (c) <br />assisting the County and the Local Government Commission in preparing the offering <br />documentation to be used in connection with the sale of the Bonds and (d) rendering our <br />approving legal opinion. <br />LEGAL OPINION <br />Subject to our satisfactory review of all proceedings relating to the issuance of the Bonds, <br />at closing, we will render our approving legal opinion with respect to the validity and tax- exempt <br />status of the Bonds. <br />CALIFORNIA / DELAWARE / GEORGIA / MARYLAND / NORTH CAROLINA / SOUTH CAROLINA / VIRGINIA / WASHINGTON D.C. <br />