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The legal opinion set forth herein is intended for the information solely of -the <br />addressees hereof and for the purposes contemplated by the Sale Agreement. The addressees <br />may not rely on it in connection with any transactions other than those described herein, and it is <br />not to be relied upon by any other person or entity, or for any other purpose, or quoted as a whole <br />or in part, or otherwise referred to, in any document, or to be filed with any governmental or <br />administrative agency other than the Purchaser or with any other person or entity for any purpose <br />without [my/our] prior written consent. In addition to the addressees hereof, each Credit <br />Enhancer and the underwriters of the Bonds may rely upon this legal opinion as if it were <br />addressed to them. [I/We] do not undertake to advise you of matters that may come to [my/our] <br />attention subsequent to the date hereof that may affect the opinions expressed herein. <br />Very truly yours, <br />By: <br />Seller's Counse] <br />Bl-3 <br />