terms of the Resolution authorizing the Bonds, adopted by the
University on April 30, 1991, as soon as said Bonds are printed,
executed, authenticated and ready for delivery in accordance with
such Resolution, and all of the proceeds of the Bonds shall be used
only as provided in said Resolution.

           Section 4. AcceDtance 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 np
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 Commoiwealth 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.

          Section 5. That the form of Official Statement prepared
and presented to the Board of Trustees by Seasongood & Mayer for
distribution to prospective purchasers of the Series H Bonds is
hereby approved and the Chairman and Secretary are authorized and
directed to execute and deliver said Official Statement.

          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same are hereby amended or repealed to the extent of such conflict,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 upon its
adoption.



          Passed and adopted by the Board of Trustees of the
University of Kentucky at a properly convened meeting of the
University herd on June 18, 1991.       -



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