Our opinions in numbered paragraphs 1 through 3 below are based on certain legislation enacted in the State of Maryland to enable and to facilitate the issuance of the Rate Stabilization Bonds. Administrative action taken, or administrative interpretations or rulings or judicial decisions promulgated or issued, subsequent to the date of this letter may result in tax consequences different than are anticipated by our opinions herein. Our opinions in numbered paragraphs 1 through 3 below are also based on Maryland tax statutes and regulations in effect as of the date of this letter. Administrative action taken, or administrative interpretations or rulings or judicial decisions promulgated or issued, subsequent to the date of this letter may result in tax consequences different than are anticipated by our opinions herein.
Our opinions are not binding on any taxing authority or any court, and there can be no assurance that contrary positions may not be taken by any taxing authority or any court.
Based on the foregoing, subject to the assumptions and limitations set forth herein, we are of the opinion that:
| 1. | The statements set forth in the Prospectus under the sections captioned “Material U.S. Federal Income Tax Consequences” and “Material Maryland Tax Consequences,” to the extent they constitute matters of Maryland state income tax law or legal conclusions with respect thereto, are correct in all material respects. |
| 2. | Pursuant to Sections 10-107 and 10-819 of the Maryland Tax-General Article, assuming that the Issuer has not made and will not make an election to be treated as an association taxable as a corporation under Section 301.7701-3(a) of the United States Treasury Regulations, and assuming that the Issuer will not be subject to income tax as an entity separate from BGE for United States federal income tax purposes, the Issuer will not be subject to Maryland state income tax as an entity separate from BGE. |
| 3. | Pursuant to Sections 10-107, 10-203, 10-206 and 10-304 of the Maryland Tax-General Article, and assuming that the Rate Stabilization Bonds will be treated as debt obligations of BGE for United States federal income tax purposes, the Rate Stabilization Bonds will be treated as debt obligations of BGE for Maryland state income tax purposes. |
We express no opinion as to the laws of any state or jurisdiction other than, and our opinions expressed herein are limited to, the laws of the State of Maryland.
The opinions set forth herein are being furnished by us to you solely for your benefit in connection with the issuance by the Issuer of the Rate Stabilization Bonds, and may not be relied on, used, circulated, quoted from or otherwise referred to by any other person or for any other purpose without our prior written consent. However, we hereby consent to the filing of this opinion as an exhibit to the report on Form 8-K filed on July 5, 2007 with respect to the
RSB Bondco, LLC
July 5, 2007
Page 3
Registration Statement and to the references to this firm in the Prospectus under the section captioned “Material Maryland Tax Consequences.” In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. The opinions set forth herein are limited to the matters set forth in this letter and no other opinions should be inferred beyond the matters expressly stated.
Very truly yours,
Miles & Stockbridge P.C.
| By: | /s/ Harry Altscher | |
| | Harry Altscher, Principal | |
