4.   Acceptance of Bid is Subject to Approving Legal
Opinion of Bond Counsel. That said bid is accepted subject to the
condition that such acceptance subjects the University to no
obligation to deliver the Bonds if for any reason the University is
unable to obtain the final approving legal opinion of the firm of
Rubin Hays & Foley, Municipal Bond Attorneys, Louisville, Kentucky,
as to said Bonds, or if such Bonds shall be subject to ad valorem
taxation by the Commonwealth of Kentucky, or if the receipt of
interest on said Bonds shall be subject to income taxation by the
Federal Government or by the Commonwealth of Kentucky, prior to or
on the delivery date of said Bonds; and the purchasers shall not be
required to take delivery of said Bonds without the final approving
opinion of said attorneys accompanying said Bonds, or if said Bonds
or the interest thereon should become subject to such ad valorem or
income taxation prior to such delivery; provided such exemption
from taxation shall be subject to compliance by the Board of
Trustees with certain covenants necessary to establish that inter-
est on the Bonds will continue to be exempt from Federal income
taxation under the Internal Revenue Code of 1986.

          5.   Approval of Official Statement.     That the form of
Official Statement prepared and presented to the Board of Trustees
by J.J.B. Hilliard, W.L. Lyons, Inc., for distribution to prospec-
tive purchasers of the Series G, Series H and Series I (Third
Series) Bonds is hereby approved and the Chairman and Secretary are
authorized and directed to execute and deliver said Official
Statement.

          6.   Repeal of Conflicting Resolutions.   That all resolu-
tions, or parts thereof, in conflict herewith, be and the same are
hereby amended or repealed to the extent of such conflict, and this
Resolution shall be effective immediately upon its adoption.

          Passed and adopted by the Board of Trustees of the
University of Kentucky at a properly convened meeting of the
University held on October 19, 1993.

                               BOARD OF TRUSTEES
                               UNIVE SITY OF KENTUCi


                               By Mm g
                                                  airman

Attest:



          Secretary



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