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EXHIBIT G-2 <br />OPINIONS REQUIRED FROM BOND COUNSEL <br />An opinion of bond counsel, dated as of the Effective Date, to the effect that: <br />(a)The Borrower has the right and power under the laws of the State, including the Act, to <br />enter into the WIFIA Loan Documents, and each has been duly authorized, executed and <br />delivered by the Borrower, is in full force and effect, and constitutes a legal, valid and <br />binding agreement of the Borrower enforceable against the Borrower in accordance with <br />its respective terms and conditions. <br />(b)The WIFIA Bond is a valid and binding limited obligation of the Borrower enforceable in <br />accordance with its terms, payable solely from the Pledged Funds, in the manner and to the <br />extent provided in the Resolution and the WIFIA Loan Agreement. <br />(c)The Resolution creates a valid lien upon the Pledged Funds to secure the payment of the <br />principal of, interest on, and other amounts payable in respect of, the WIFIA Bond and <br />all conditions precedent to the validity of the pledge of Pledged Funds have been <br />satisfied. <br />(d)The WIFIA Bond is (i) secured by the Pledged Funds, (ii) a Bond entitled to the benefits <br />of a Bond under the Resolution, (iii) enforceable under the laws of the State without any <br />further action by the Borrower or any other Person, and (iv) ranks on a parity in right of <br />payment and right of security with all other Bonds and is senior in right of payment and <br />right of security to all Subordinated Indebtedness. <br />EXHIBIT G-2-1 <br /> <br />