(2)   The Financing Agreement has been duly authorized, executed and delivered by
the State Agency and creates a valid, binding and enforceable agreement of the State Agency and
the Financing Agreement creates a valid, binding and enforceable obligation of the State Agency
to pay to the Commission the payments as are provided for therein, subject only to biennial
appropriations by the General Assembly of the Commonwealth.

       (3)   The execution, delivery and performance of the Financing Agreement by the State
Agency is not subject to any authorization, consent, approval or review of any governmental
body or regulatory authority not heretofore obtained or effected as required.

       (4)   To the best of my knowledge, after due inquiry, there is no litigation pending or
threatened against the State Agency, which would affect the creation, organization or existence of
the State Agency or the title of its present members or officers to their respective offices, or
contesting or affecting the validity or enforceability of the Financing Agreement.

       (5)   The execution and delivery of the Financing Agreement and the performance by
the State Agency of its obligations thereunder, does not and will not conflict with, violate or
constitute a default under any court or administrative order, decree or ruling, or any law, statute,
ordinance or regulation, or any agreement, indenture, mortgage, lease, note or other obligation or
instrument binding upon the State Agency, or any resolutions heretofore adopted by the State
Agency.

             This opinion may be relied upon by the Commission and by Bond Counsel in
connection with the authorization and the issuance of the Notes by the Commission.

                                         Respectfully submitted,





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