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EXHIBIT B <br />SUPPLEMENTAL OPINION OF BOND COUNSEL <br />To: City of North Olmsted, Ohio <br />[Underwriter]. <br />We have served as bond counsel to our client the City of North Olmsted, Ohio (the <br />"City"), in connection with the issuance by the City of its [Energy Conservation <br />Notes], Series 2023 (the "Notes"), dated the date of this letter. <br />We have delivered on this date our opinion letter as bond counsel in connection with the <br />original issuance of the Notes. This supplemental opinion letter is rendered pursuant to Section <br />7(a) of the Note Purchase Agreement dated Lam, 2023 (the "Purchase Agreement'), between <br />the City and the Underwriter therein named. Capitalized terms not otherwise defined in this <br />letter are used as defined in the Purchase Agreement. <br />In our capacity as bond counsel, we have examined the transcript of proceedings relating <br />to the issuance of the Notes, the Note Legislation and such other documents, matters and law as <br />we deem necessary to render the opinions set forth below. <br />Based on that examination and subject to the limitations stated below, we are of the <br />opinion that under existing law: <br />The Purchase Agreement has been duly authorized, executed and delivered by the <br />City and is a valid and binding obligation of the City. <br />2. The Notes are exempt from registration under the Securities Act of 1933, as <br />amended, and the Note Legislation is exempt from qualification under the Trost <br />Indenture Act of 1939, as amended. <br />The legal opinions stated immediately above are based on an analysis of existing laws, <br />regulations, rulings and court decisions and cover certain matters not directly addressed by such <br />authorities. In rendering all such opinions, we assume, without independent verification, and rely <br />upon: (i) the accuracy of the factual matters represented, warranted or certified in the proceedings <br />and documents we have examined and (ii) the due and legal authorization, execution and delivery of <br />those documents by, and the valid, binding and enforceable nature of those documents upon, any <br />parties other than the City. <br />The rights of the Underwriter under the Purchase Agreement and the enforceability of the <br />Purchase Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, <br />fraudulent conveyance or transfer, and other laws relating to or affecting the rights and remedies <br />of creditors generally; to the application of equitable principles, whether considered in a <br />119 <br />