Cleveland Clinic Health System Obligated Group - FMSbonds.com

PROPOSED TEXT OF LEGAL OPINION OFSQUIRE, SANDERS & DEMPSEY L.L.P., AS BOND COUNSELOctober __, 2008To:State of Ohio, acting by and through theOhio Higher Educational FacilityCommissionColumbus, OhioJ.P. Morgan Securities Inc.New York, New YorkWe have examined the transcript of proceedings (the “Transcript”) relating to theissuance by the State of Ohio (the “State”), acting by and through the Ohio Higher EducationalFacility Commission (the “Commission”), of $452,340,000 Hospital Revenue Bonds, Series2008A (Cleveland Clinic Health System Obligated Group) (the “Series 2008A Bonds”). TheSeries 2008A Bonds are being issued for the purpose of financing, funding and refunding thepayment or reimbursement of “costs of hospital facilities” as that term is defined in Chapter 140of the Revised Code (the “Act”), and as are more particularly described in the Lease (the“Lease”) between the Commission, as lessor, and The Cleveland Clinic Foundation, an Ohiononprofit corporation (the “Foundation”), as lessee, including without limitation, the funding andrefunding of outstanding obligations previously issued for such purpose, the payment orreimbursement of capital expenditures for such purpose, and costs of funding and refundingthose outstanding obligations and of issuing the Series 2008A Bonds.The Series 2008A Bonds are issued and secured by the Bond Indenture (the “BondIndenture”) between the Commission and The Huntington National Bank, as trustee (in suchcapacity, the “Bond Trustee”). The hospital facilities described in the Lease and the sites thereof(collectively, the “Leased Premises”) have been leased by the Foundation, as lessor, to theCommission, as lessee, under the Base Lease (the “Base Lease”) and have been leased back tothe Foundation under the Lease. Pursuant to the Bond Indenture, the Assignment to the BondTrustee (the “Assignment to the Bond Trustee”) from the Commission to the Bond Trustee andthe Assignment of Rights Under the Base Lease and Lease (the “Assignment to the MasterTrustee” and, together with the Assignment to the Bond Trustee, the “Assignments”), from theCommission to The Huntington National Bank, as trustee (in such capacity, the “MasterTrustee”) under the Amended and Restated Master Trust Indenture, as amended andsupplemented (the “Master Indenture”), between the Foundation, Cleveland Clinic HealthSystem - East Region, Fairview Hospital, Lutheran Hospital, Marymount Hospital, Inc. andCleveland Clinic Florida (a nonprofit corporation) (collectively, the “Members of the ObligatedGroup”) and the Master Trustee, the Commission has assigned substantially all of its rights underthe Lease, including the payments of Basic Rent to be made by the Foundation. The documentsin the Transcript examined include signed counterparts of the Base Lease, the Lease, the BondD-1