before the scheduled redemption date, but such additional Notice shall not be

considered to be an additional legal requirement of such redemption. Said

Notice, in the form submitted to the University on this date, is hereby

approved, and a copy of same is hereby ordered to be duly recorded with the

Minutes of the meeting of the University at which this Resolution is adopted.

                                  SECTION 5.

                  Acceptance of Bid is Subject to Approving
            Legal Opinions of Bond Counsel and Special Tax Counsel

            That said bid is accepted subject to the condition that such accep-

tance subjects the University to no obligation to deliver the Bonds of 1986 if

for any reason the University is unable to obtain the final approving legal

opinion of the firm of Rubin & Hays, Municipal Bond Attorneys, Louisville,

Kentucky, as to said Bonds, together with the separate approving legal opinion

of Haynes & Miller, Washington, D. C., with respect to compliance with the

requirements for tax-exempt Bonds (including the "arbitrage rules") of Section

103 of the Internal Revenue Code of 1954, as amended, 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 opinions 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.

                                   SECTION 6.

                       Repeal of Conflicting Resolutions

           That all resolutions, 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the same are hereby amended or repealed to the extent of such conflict, and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 upons tts adoption.
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