PURPOSE:



           The Bonds are being issued for the purpose of financing the con-
struction,  renovation  and  equipping  of  improvements  to  the   University  of
Kentucky  Hospital,  including:   (i) constructing and   equipping   a  four-story
addition  to  house  replacement   surgical  facilities,  clinical   laboratories,
emergency services and thirty (30) intensive care beds, (ii) renovating the
central sterile and pharmacy services, (iii) improving the emergency power
systems, fire alarms, heating, ventilation and air conditioning and water
systems, and (iv) constructing a transport tower and an enclosed pedestrian
walkway; all as is more specifically set forth in the Preliminary Official
Statement being used in connection with the offering of the Bonds.

SECURITY:

           The Bonds are secured by a pledge of the proceeds of the sale of the
Bonds until expended for the authorized purpose, the Net Revenues (as defined
in the Official Statement) and all funds established with the Trustee by and in
accordance with the provisions of the Resolution, including the investments, if
any, of any of such funds, and a paramount charge on all of said Net Revenues
over and ahead of all claims or obligations of any nature against said Net
Revenues arising or incurred after the issuance of the Bonds.     The pledge shall
be valid and binding from and after the date of the issuance, sale and delivery
of the Bonds.

           The Board has reserved the right to incur additional indebtedness
(including additional series of bonds from time to time) on a parity with the
Series A Bonds, which shall be only for the payment of the cost of Additional
Facilities, with necessary appurtenances, which shall become a part of the
Hospital Project, as defined in the Official Statement.

           The Bonds are legal, valid and binding limited obligations of the
Board payable solely from and secured by the pledge of Net Revenues, a Debt
Service Reserve Fund and certain investment income.    The Bonds shall be a valid
claim  of  the  respective  owners  thereof only   against  the  moneys which are
pledged for the payment thereof.

           The Bonds shall not constitute an indebtedness of the Commonwealth
of Kentucky within the meaning of any Kentucky constitutional provisions or
statutory limitations, and shall not constitute a general obligation of the
Board of Trustees or of the Commonwealth of Kentucky.

LEGAL OPINION; SPECIAL TAX CONSIDERATIONS:

           The Bonds are offered for sale on the basis of the principal of said
Bonds not being subject to ad valorem taxation by the Commonwealth of Kentucky
or any political subdivision thereof, and to the interest thereon being exempt
under existing laws from all present Federal and Kentucky income taxes, and
subject to the unconditional, final, approving legal opinion of Rubin & Hays,
Municipal Bond Attorneys, Suite 300, 209 South Fifth Street, Louisville,
Kentucky 40202.



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