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 Board to no obligation
to deliver the Bonds if for any reason the Board is unable to
obtain the final approving legal opinion of the firm of Rubin Hays
& Foley, Municipal Bond Attorneys, Louisville, Kentucky, as to said
Series 0 Bonds, or if said Series 0 Bonds shall be subject to ad
valorem taxation by the Commonwealth of Kentucky, or if the receipt
of interest on said Series 0 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 Series 0 Bonds,
and the purchaser shall not be required to take delivery of said
Series 0 Bonds without the final approving opinion of said
attorneys accompanying said Bonds, or if said Bonds or the interest
thereon shall become subject to such ad valorem or income taxation
prior to such delivery date.

           Adopted on May 3, 1994.

              ) -. eI   1             AZ            Chairman



           I, Lois Weinberg, hereby certify that I am the duly
qualified and acting Secretary of the Board of Trustees of
University of Kentucky,    Lexington,   Kentucky, that the foregoing
is a full, true and correct copy of a Resolution adopted by the
Board of Trustees of said University of Kentucky at a meeting duly
held on May 3, 1994, and that said Resolution has been duly
recorded in the Minute Book of said Board.