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bonds from federal income tax, assuming that, after an appro- priate due diligence inquiry, the Firm is satisfied that the specific circumstances of the transaction support such an opin- ion; and WHEREAS, the Firm has demonstrated to the satisfaction of the Authority and this Board that the Firm does not have a conflict, of interest in serving as bond counsel in connection with the Projects that is, the Firm will not represent the Com- pany in connection with the Project and is not general counsel to the Company; and further that the Firm will not represent any lending bank or 6ther institution, underwriter or other party interested in the Project and related bond transaction and would withdraw as bond counsel in the event that any client that it represents as general counsel or on a substantial continuing basis should become so interested in the transaction in a manner that would present a conflict of interest; and further that the Firm is not the Authority's regular counsel or regular counsel for Cabarrus County or this Board; and WHEREAS, the Firm has advised the Authority, this Board and the Company that the basis for determining its fees in con- nection with its services as bond counsel would be the amount of time expended by attorneys and legal assistants of the Firm in performing such services; that the basis for determining expenses of the Firm in connection with its services as bond counsel would be that only reasonable, out-of-pocket expenses directly related to the transaction would be charged; and that the Firm's best estimate of its fees in connection with the Project and the re- lated bond transaction is $7,500 to $15,000; and WHEREAS, on the basis of the foregoing and such other investigation as this Board deems necessary, this Board finds that the Firm is fully qualified to act as bond counsel in con- nection with the Project and meets all criteria for bond counsel as set out in the Guidelines and Procedures for the Employment of Bond Counsel in Industrial Development Bond Financings Under G.S. Chapter 159C issued by the Division of State and Local Government Finance of the Department of the State Treasurer (the "Guide- lines"), and further that the Firm has complied with all pro- cedures set out in the Guidelines; and WHEREAS, it is in the best interest of the Authority and of Cabarrus County that the Firm serve as bond counsel in connection with the Project and related bond transaction; NOW, THEREFORE, BE IT RESOLVED, that the Firm be, and it hereby is, approved to serve as bond counsel in connection -3-