MARYLAND ECONOMIC DEVELOPMENT CORPORATION REOFFERING AGREEMENT Pollution Control Revenue Refunding Bonds (Potomac Electric Project) 2006 SeriesReoffering Agreement • March 18th, 2009 • Potomac Electric Power Co • Electric services • New York
The offer and resale of the Bonds by the Company in accordance with the Reoffering Agreement does not require registration under the Securities Act of 1933, as amended. In expressing this opinion, we have assumed, with your permission, and without having conducted any independent investigation or analysis with respect to the matter, that the Bonds have been duly and validly issued and that the interest thereon is not includable (with only the limited exceptions expressly set forth in the opinions of bond counsel referred to below) in the gross income of the owners thereof for United States federal income tax purposes. We note that you have received (i) an opinion from McKennon Shelton & Henn LLP, as bond counsel, dated as of April 13, 2006, regarding, among other things, (A) the United States federal income tax treatment of the interest on the Bonds and (B) the valid issuance of the Bonds by the Issuer and (ii) an opinion from McKennon Shelton & Henn LLP, as bond counsel, of even date
