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3. The Financing Documents to which the Issuer is a party have been duly authorized,
executed and delivered by the Issuer and, subject to the exceptions set forth below, constitute valid and
binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms.
4. Under current law, interest on the Bonds (a) is excludable from gross income for purposes
of federal income taxation (except during any period while the Bonds are held by a “substantial user” of
the Project or a “related person” within the meaning of Section 147(a) of the Code) and (b) is not a specific
item of tax preference for purposes of the federal alternative minimum tax on individuals. However, for
taxable years beginning after December 31, 2022, such interest is included in the “adjusted financial
statement income” (as defined in Section 56A of the Code) of certain corporations in determining the
applicability and amount of the federal corporate alternative minimum tax imposed under Section 55(b) of
the Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.
In delivering this opinion, we are assuming continuing compliance with the Covenants (as defined
below) by the Issuer and the Borrower, so that interest on the Bonds will remain excludable from gross
income for federal income tax purposes. The Code and the regulations promulgated thereunder contain a
number of requirements that must be satisfied after the issuance of the Bonds in order for interest on the
Bonds to be and remain excludable from gross income for purposes of federal income taxation. These
requirements include, by way of example and not limitation, restrictions on the use, expenditure and
investment of the proceeds of the Bonds and the use of the property financed by the Bonds, limitations on
the source of the payment of and the security for the Bonds, and the obligation to rebate certain excess
earnings on the gross proceeds of the Bonds to the United States Treasury. The Financing Documents
delivered by the Issuer and the Borrower at closing contain covenants (the “Covenants”) with which the
Issuer and the Borrower have agreed to comply. Failure by the Issuer or the Borrower to comply with their
respective Covenants could cause interest on the Bonds to become includable in gross income for federal
income tax purposes retroactively to their date of issue. In the event of noncompliance with the Covenants,
the available enforcement remedies may be limited by applicable provisions of law and, therefore, may not
be adequate to prevent interest on the Bonds from becoming includable in gross income for federal income
tax purposes. Compliance by the Issuer with its respective Covenants does not require the Issuer to make
any financial contribution for which it does not receive funds from the Borrower.
We have no responsibility to monitor compliance with the Covenants after the date of issue of the
Bonds.
Certain requirements and procedures contained, incorporated or referred to in the Financing
Documents, including the Covenants, may be changed and certain actions may be taken or omitted under
the circumstances and subject to the terms and conditions set forth in such documents. We express no
opinion concerning any effect on the excludability of interest on the Bonds from gross income for federal
income tax purposes of any such subsequent change or action that may be made, taken or omitted upon the
advice or approval of counsel other than this firm.
5. Interest on the Bonds is not subject to taxation as income by the Commonwealth of
Virginia.
The enforceability of the obligations of the parties under the Financing Documents is subject to the
provisions of applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, now or
hereafter in effect, relating to or affecting the enforcement of creditors' rights. The enforceability of such
obligations is also subject to usual equitable principles, which may limit the specific enforcement of certain
remedies but which do not affect the validity of such documents. Certain indemnity provisions may be
unenforceable pursuant to court decisions invalidating such indemnity agreements on grounds of public
policy.
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