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i ROPES&GRAY LLP N , ONE INTERNATIONAL PLACE BOSTON,MA 02110-2624 617-951-7000 F 617-951-7050 Ai i BOSTON NEW YORK SAN FRANCISCO WASHINGTON,DC January 18,2005 Cecelia H.Abraham (617)951-7503 ' cecelia.abmham®ropesgray.com Maureen E.Pacella,Vice President Eastern Bank One Washington Mall -7th Floor Boston,Massachusetts 02108-2603 , v Re: Town of Mashpee,Massachusetts $1,200,000 Road Construction Bonds f a i iN Dear Maureen: We have examined a photocopy of Article 4 furnished in connection with the following described bonds P° and,in general, it appears to be satisfactory. - 0 $1,200,000 Road Construction Bonds authorized under Article 4 at the 2004 Spring Annual Town Meeting,pursuant to Chapter 44, Section 7(5), of the General Laws, as amended; maximum term-ten(10) years; Contingent upon favorable passage by the Town of a vote to exclude debt service on the bonds from the limitations of Proposition 21/2, so-called. In order to be in a position to approve the issue of the above bonds,we shall need to receive,in duplicate if possible, copies of at least the following papers: 1. A completed certificate of the Town Clerk, dated and with the Town seal affixed, stating whether since June 15, 2004, there have been any changes in or amendments to the By-Laws of the Town, form for which is enclosed. If there have been no changes, etc., in the By-Laws, etc., the words "No exceptions"should be inserted as appropriate. 2. A certificate of the Town Clerk, included in the form enclosed, stating whether there have been any changes in or amendments to the Home-Rule Charter, adopted on May 8,2004, and if so,an attested copy of the Charter, as amended. 3. A copy,attested by the Town Clerk with the Town seal affixed of the following complete Warrants as signed by the Selectmen and posted,together with the Constable's return of posting of each Warrant: 41 (a) 2004 Spring Annual Town Meeting; and (b) 2004 Annual Town Election. ; y 9632403_1.DOC r