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April 28,2020 Page 2 LEGAL OPINION In connection with the closing of the financing, subject to our satisfactory review of all proceedings and other documentation, if requested by the successful bidder, we will render an approving legal opinion and tax opinion as required by the lender. Such opinion will be signed and delivered by us in written form on the date of closing of the financing and will be based on facts and law existing as of that date. In rendering our opinion, we will rely upon the certified copies of proceedings and certificates of public officials and other persons furnished to us without undertaking to verify the same by independent investigation. Upon delivery of our opinion with respect to the financing, our responsibilities as bond counsel will be concluded with respect to this particular financing. Specifically, we do not undertake (unless separately engaged) to provide continuing advice to the County or any other party concerning any actions necessary to assure that interest paid with respect to the installment financing agreement will continue to be excluded from gross income for federal income tax purposes. In performing our services as bond counsel, our client will be the County, and we will represent the County's interests. We assume that other parties to the transaction will retain such counsel as they deem necessary and appropriate to represent their interests in this transaction. Our representation of the County does not alter our responsibility to render an objective legal opinion as bond counsel. FEES AND CHARGES For this matter, absent unusual circumstances that may hereafter arise, we would propose to charge a fixed fee of$40,000. In addition, our firm charges for out-of-pocket expenses for such as bulk copying, express delivery services, preparation of closing transcripts, meals, lodging and mileage. These fees and expenses will be due upon receipt of our invoice after closing. CONFLICTS OF INTEREST The selected lender for this financing is JPMorgan Chase Bank, N.A. or an affiliate thereof("JPMorgan"). Our firm represents JPMorgan and its various affiliates from time to time on matters unrelated to this matter. In carrying out the engagement described in this letter, our client will be the County, and JPMorgan will be represented by other counsel. In connection with our engagement as bond counsel, we hereby request that the County waive any conflict of interest that might arise on account of our representation of the County in connection with the proposed financing, and the simultaneous representation of JPMorgan in unrelated matters. We agree that your consent to conflicting representation contained in the