








| (ii)
We have served as Bond Counsel to the New Jersey Highway Authority for
the issuance of its $275,545,000 Senior Parkway Revenue Bonds 1984
Series; $340,000,000 Senior Parkway Revenue Bonds 1986 Series;
80,000,000 Credit Agreement with Morgan Guaranty Trust Company of New
York dated September 1, 1987; $75,000,000 Subordinated Parkway Revenue
Bonds. 1988 Series; $237,405,000 Senior Parkway Revenue Bonds 1989
Series; $422,700,000 Senior Parkway Revenue Refunding Bonds 1992
Series; and $117,085,000 Senior Parkway Revenue Refunding Bonds, 1993
Series.
(iii) We have served as Bond Counsel to the New Jersey
Higher Education Student Assistance Authority for most of the
tax-exempt financings it has undertaken, including the Authority's
$22,990,000 Senior Student Loan Revenue Bonds, 1991 Series A, and
$2,006,064 Subordinated Student Loan Revenue Bonds. 1991 Series B dated
September 5, 1991, $50,000,000 Student Loan Revenue Bonds, 1992 Series
A dated August 12, 1992. $20,000,000 Student Loan Revenue Bonds; 1993
Series A dated October 13, 1993, $25,000,000 Student Loan Revenue
Bonds, 1997 Series A dated June 5, 1997, $12,000,000 Student Loan
Revenue Bonds, 1997 Series B (variable rate) dated June 5, 1997,
$80,000,000 Student Loan Revenue Bonds, 1998 Series A, and $50,000,000
Student Loan Revenue Bonds, 1999 Series A, and $12,000.000 Student Loan
Revenue Bonds Series B, dated May 27, 1999, $70,000,000 Student Loan
Revenue Bonds Series A, dated June 14, 2000, $190,000,000 Student Loan
Revenue Bonds, 2001 Series A, Series B, Series C, Series D and
$166,000,000 Student Loan Revenue Bonds, 2002 Series A, Series B,
Series C, Series D. These bond issues are backed by the moral
obligation of the State of New Jersey and include a cash reserve
supplied by the Authority. (iv) We have served as Bond Counsel
to the Passaic Valley Sewerage Commissioners for the issuance of its
$86,500,000 Sewer System Bonds, Series C of 1990 and its $191,535,000
Sewer System Bonds, Series D of 1992. (v) We have served as
Bond Counsel to the New Jersey Educational Facilities Authority for its
$3,120,000 Refunding Revenue Bonds, Ramapo College of New Jersey Issue,
Series 1993 D; $17,870,000 Refunding Revenue Bonds, Ramapo College of
New Jersey Issue, Series 1993 E; $2,310,000 Revenue Bonds, Jersey City
State College Issue, Series 1993 H; $6,145,000 Rowan College of New
Jersey Issue, Series 1994 C; $18,995,000 Revenue Bonds, Stevens
Institute of Technology Issue, 1992 Series A. (vi) We have
served as Bond Counsel to the New Jersey Health Care Facilities
Financing Authority as Bond Counsel in a number of financings:
including: $12,195,000 Helene Fuld Medical Center Issue, Series D,
dated July 15, 1991; and $28,895,000 Christ Hospital Obligated Group
Issue, Series 1994, dated October 1, 1994.
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