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                                                                   EXHIBIT 10.58

                             BOND PURCHASE AGREEMENT

                                  by and among

                    MASSACHUSETTS DEVELOPMENT FINANCE AGENCY

                                       and

             FREQUENCY & TIME SYSTEMS, INC., a Delaware corporation

                                       and

                       WELLS FARGO BROKERAGE SERVICES, LLC


        This Bond Purchase Agreement is made this May 30, 2001, by and among the
MASSACHUSETTS DEVELOPMENT FINANCE AGENCY (the "Issuer"); FREQUENCY & TIME
SYSTEMS, INC., a Delaware corporation (the "Borrower"); and WELLS FARGO
BROKERAGE SERVICES, LLC (the "Underwriter"), whereby the Underwriter offers to
purchase $2,725,000 in principal amount of the Issuer's Variable Rate Demand
Revenue Bonds, Frequency & Time Systems Issue, Series 2001 (the "Bonds"), to be
issued by the Issuer pursuant to the Loan and Trust Agreement dated as of May 1,
2001 (the "Loan Agreement") among the Issuer, the Borrower and Wells Fargo Bank
Minnesota, National Association, as Trustee (the "Trustee"). The proceeds from
the sale of the Bonds will be loaned to the Borrower by the Issuer pursuant to
the Loan Agreement and will be used by the Borrower to finance certain
manufacturing facilities located in Beverly, Massachusetts. In connection with
the issuance of the Bonds, Wells Fargo Brokerage Services, LLC is acting as
initial Remarketing Agent (the "Remarketing Agent") and Wells Fargo Bank, N.A.
(the "Bank") is issuing an irrevocable direct pay Letter of Credit (the "Letter
of Credit") for the account of the Borrower that will be drawn upon by the
Trustee (i) to make payments of principal and interest on the Bonds in
satisfaction of the Borrower's obligation to make such payments pursuant to the
Loan Agreement, and (ii) to provide an additional source of funds for the
purchase of Bonds tendered by the Bond Owners pursuant to the Loan Agreement.
All capitalized terms used herein and not defined shall have the meaning set
forth in the Loan Agreement.

        1. Purchase, Sale and Delivery of the Bonds.

            (a) Subject to the terms and conditions and in reliance upon the
representations, warranties and agreements herein set forth, the Underwriter
hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell
to the Underwriter, all (but not less than all) of the Bonds. The Bonds shall be
dated as of the Closing Date, shall mature on May 1, 2021, and shall bear
interest payable on the dates and at the rates as provided in the Loan
Agreement. The purchase price for the Bonds shall be $2,725,000, representing
100% of the principal amount thereof.

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        The Bonds shall be substantially in the form described in, shall be
issued and secured under the provisions of, and shall be payable and subject to
redemption as provided in the Loan Agreement. This Purchase Contract, the Loan
Agreement, and the Remarketing Agreement are collectively referred to as the
"Bond Documents."

            (b) The Official Statement, together with such changes as may be
made thereto, with the written approval of the Underwriter, from time to time
prior to the Closing Date (including any supplements thereto), is herein called
the "Official Statement." The Borrower and the Issuer ratify, confirm and
approve the use and distribution by the Underwriter prior to the date hereof of
the Preliminary Official Statement to potential purchasers of the Bonds, and
authorize the Underwriter to use and distribute the Official Statement, the Bond
Documents and all information contained in each thereof, and all other
documents, certificates and statements furnished by the Borrower to the
Underwriter in connection with the transactions contemplated by this Purchase
Contract, in connection with the offer and sale of the Bonds.

            (c) At 12:00 noon, New York City time, on May 31, 2001, or at such
earlier or later time or date as shall be agreed upon by the Underwriter and the
Issuer (such time and date being herein referred to as the "Closing Date"), the
Issuer shall deliver the Bonds to the Trustee, as agent of The Depository Trust
Company ("DTC"), for the account of the Underwriter, printed in a form
acceptable to DTC and duly executed by the Issuer and authenticated by the
Trustee, and the other documents herein mentioned; and the Underwriter will
accept such delivery and pay the purchase price of the Bonds as set forth in
paragraph (a) of this section by wire transfer in U.S. funds (such delivery and
payment being herein referred to as the "Closing").

        The Bonds will be delivered as one fully registered bond, registered in
the name of Cede & Co. as nominee for DTC and will be available for review by
the Underwriter not less than one Business Day prior to the Closing.

        2. Changes in Official Statement. Each of the Issuer, the Borrower and
the Underwriter will advise the other promptly of any proposal to amend or
supplement the Official Statement or any part thereof. If between the date of
this Purchase Contract and 90 days after the Closing Date an event occurs that
is materially adverse to the purpose for which the Official Statement is used
and is not disclosed in the Official Statement, the Issuer, the Borrower or the
Underwriter, as applicable, shall notify the others that such event requires a
supplement or amendment to the Official Statement, and the Borrower or the
Issuer, as the case may be, will supplement or amend the Official Statement, at
the Borrower's expense, in a form and in a manner acceptable to the Underwriter
and its counsel.

        3. Representations, Warranties, Covenants and Agreements of the Issuer.
The Issuer hereby represents, warrants, covenants and agrees with the
Underwriter, the Remarketing Agent and the Borrower as follows:

            (a) The Issuer is a body corporate and politic and a public
instrumentality of The Commonwealth of Massachusetts duly established by and
existing under the laws of The Commonwealth of Massachusetts.

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            (b) The Issuer has full legal right, power and authority under the
laws of The Commonwealth of Massachusetts to take all actions required or
permitted to be taken by it by or under, and to perform and observe the
covenants and agreements on its part contained in this Bond Purchase Agreement
and the Loan Agreement, and any other instrument or agreement relating thereto
to which it is a party (collectively, the "Bond Documents").

            (c) The Issuer has all necessary power and authority and has taken
all official actions necessary to duly and validly adopt the resolution
approving the issuance of the Bonds (the "Bond Resolution"), and the Bond
Resolution has been duly adopted by the Issuer, has not been amended,
supplemented or repealed and is in full force and effect.

            (d) It has, on or before the date hereof, duly taken all official
action necessary to be taken by it prior to such date for: (i) the execution,
delivery and performance of the Bond Documents that have been or will be
executed in connection with the transactions contemplated by the foregoing
documents; (ii) the issuance, execution and delivery of the Bonds; and (iii) the
consummation and performance of its special limited obligations and all other
transactions contemplated hereunder and by the Official Statement; provided that
no representation is made with respect to the compliance with the securities or
"Blue Sky" laws of the various states of the United States.

            (e) The Issuer has duly authorized and approved distribution by the
Underwriter of all Official Statements delivered to the Underwriter for use in
connection with the initial offering, issuance and sale of the Bonds, and hereby
authorizes the Underwriter to use information relating to the Issuer in the most
recent Official Statement and the current forms of any or all Bond Documents in
connection with the offering and sale of the Bonds.

            (f) The Bond Documents that have been or will be executed by the
Issuer in connection with the consummation of the transactions contemplated
hereby, when executed and delivered by the parties thereto, will constitute
valid and binding limited obligations of the Issuer, enforceable against it in
accordance with their respective terms, except as the binding effect and
enforceability thereof may be limited by applicable laws in effect from time to
time affecting the rights of creditors and except to the extent that the
enforceability thereof may be limited by the application of general principles
of equity.

            (g) The execution and delivery of the Bond Documents that have been
or will be executed in connection with the consummation of the transactions
contemplated hereby and by the Official Statement, the compliance with the
terms, conditions or provisions thereof, and the consummation of the
transactions therein contemplated do not and will not violate any law,
regulation, order, writ, injunction or decree of any court or governmental body
or result in a breach of any of the terms, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of any
mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Issuer pursuant to any mortgage, resolution,
agreement or instrument to which the Issuer is a party or by which it or any of
its properties is bound other than those provided for in or contemplated by the
Bond Documents.

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            (h) All currently required authorizations, consents and approvals
of, notices to, registrations or filings with, or actions in respect of any
governmental body, agency or other instrumentality or court required to be
obtained by the Issuer in connection with the execution, delivery and
performance by the Issuer of the Bond Documents that have been or will be
executed in connection with the consummation of the transactions contemplated
hereby and by the Official Statement have been obtained, given or taken and are
in full force and effect or, if not required to have been obtained, given or
taken as of the date hereof, will be obtained given or taken and will be in full
force and effect by such time as may be required; provided that no
representation is made with respect to compliance with the securities or "Blue
Sky" laws of the various states of the United States.

            (i) Except as described in the Official Statement, there is no
action, suit, proceeding, inquiry or investigation at law or in equity before or
by any court, governmental or public entity pending or to its knowledge
threatened against or affecting the Issuer (nor is there any basis therefor)
that (i) is likely to have a material adverse effect on the financial condition
or solvency of the Issuer; (ii) affects or questions the existence or the
territorial jurisdiction of the Issuer or the title to office of any official of
the Issuer; (iii) affects or seeks to prohibit, restrain or enjoin the execution
and delivery of the Bond Documents by the Issuer, the issuance, execution or
delivery of the Bonds or the loaning of the proceeds of the Bonds to the
Borrower; (iv) affects or questions the validity or enforceability of the Bond
Documents against the Issuer or the Bonds; or (v) questions the power or
authority of the Issuer to carry out the transactions contemplated by the Bond
Documents, the Bonds or the Official Statement. The Issuer shall promptly advise
the Underwriter of the institution of any such action, suit, proceeding, inquiry
or investigation.

            (j) The information contained in the Official Statement under the
caption "THE ISSUER" does not contain any untrue statement of a material fact
and does not (and any supplement or amendment thereto as of the date of such
supplement or amendment will not) omit to state a material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. No representation is made in this
paragraph with respect to any other information in the Official Statement
including information furnished in writing by the Bank, the Borrower, the
Underwriter, or the Remarketing Agent specifically for inclusion in the Official
Statement.

            (k) The Issuer will cooperate with the Underwriter, at the
Underwriter's expense, in the qualification of the Bonds for offering and sale
and the determination of the eligibility of the Bonds for investment under the
laws of such jurisdictions as the Underwriter shall designate and will use its
best efforts to continue any such qualification in effect so long as required
for the distribution of the Bonds by the Underwriter; provided, however, that
the Issuer shall not be required to consent to service of process or qualify to
do business in any jurisdiction where it is not now so subject.

        4. Representations, Warranties, Covenants and Agreements of the
Borrower. The Borrower hereby represents and warrants to, and covenants and
agrees with the Underwriter, the Remarketing Agent and the Issuer as follows:

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            (a) The Borrower has been duly organized and is in good standing
under the laws of the State of Delaware, is qualified to do business in The
Commonwealth of Massachusetts and, in all respects material to the Borrower as a
whole, has power and authority to own its properties and to conduct its business
and possesses all material licenses and approvals necessary for the conduct of
its business.

            (b) The Borrower has full power and authority to take all actions
required or permitted to be taken by it or under, and to perform and observe the
covenants and agreements on its part contained in, this Bond Purchase Agreement,
the Loan Agreement, and the Remarketing Agreement, (collectively, the "Borrower
Documents"), and any other instrument or agreement relating thereto to which it
is a party.

            (c) The Borrower has, on or before the date hereof, duly taken all
action necessary to be taken by it prior to such date for: (i) the execution,
delivery and performance of the Borrower Documents that have been or will be
executed in connection with the transactions contemplated by the foregoing
documents, and (ii) the carrying out, giving effect to, consummation and
performance of the transaction and obligations contemplated hereby and by the
Official Statement; provided, however, that no representation is made with
respect to compliance with the securities or "Blue Sky" laws of any
jurisdiction.

            (d) The Borrower has duly authorized and approved distribution by
the Underwriter of all Official Statements delivered to the Underwriter for use
in connection with the initial offering, issuance and sale of the Bonds, and
hereby authorizes the Underwriter to use the most recent Official Statement and
the current forms of any or all Borrower Documents in connection with the
placement of the Bonds.

            (e) The Borrower Documents that have been or will be executed in
connection with the consummation of the transactions described herein and by the
Official Statement, when executed and delivered by the parties thereto will
constitute valid and binding obligations of the Borrower, enforceable against it
in accordance with their respective terms, except as the binding effect and
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors rights and except to the extent
that the enforceability thereof may be limited by the application of general
principles of equity.

            (f) The execution and delivery of the Borrower Documents that have
been or will be executed in connection with the consummation of the transactions
described herein and in the Official Statement, the compliance with the terms,
conditions or provisions thereof, and the consummation of the transactions
therein described herein do not and will not violate any law, regulation, order,
writ, injunction or decree of any court or governmental body or result in a
breach of any of the terms, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of any mortgage, lien, charge or
encumbrance of any nature whatsoever upon any of the properties or assets of the
Borrower, pursuant to any mortgage, resolution, agreement or instrument to which
the Borrower is a part or by which it or any of its properties is bound other
than those described in the Borrower Documents; provided, however, that no
representation is made with respect to compliance with the securities or "Blue
Sky" laws of any jurisdiction.

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            (g) All authorizations, consents and approvals of, notices to,
registrations or filings with, or actions in respect of any governmental body,
agency or other instrumentality or court required in connection with the
execution, delivery and performance by the Borrower of the Borrower Documents
that have been or will be executed in connection with the consummation of the
transactions described herein and in the Official Statement have been obtained,
given or taken and will be in full force and effect or, if not required to have
been obtained, given or taken as of the date hereof, will be obtained, given or
taken and will be in full force and effect by such time as may be required;
provided that no representation is made with respect to compliance with the
securities or "Blue Sky" laws of any jurisdiction.

            (h) Except as described in the Official Statement, there is no
action, suit, proceeding, inquiry or investigation at law or in equity before or
by any court or governmental or public entity pending or threatened against or
affecting the Borrower (nor is there any basis therefor) that (i) is likely to
have a material adverse effect on the financial condition or solvency of the
Borrower; (ii) affects or seeks to prohibit, restrain or enjoin the issuance,
sale or delivery of the Bonds, the use of the Official Statement or the
execution or delivery by the Borrower, respectively, of the Borrower Documents;
(iii) affects or questions the validity or enforceability of the Bonds, the
Borrower Documents or this Bond Purchase Agreement; (iv) questions the
tax-exempt status of the interest payable on the Bonds or the completeness or
accuracy of the Official Statement; or (v) questions the powers of the Borrower
to enter into or perform its obligations under any of the foregoing or the
existence or powers of the Borrower, or the title to office of any
representative, officer or official of the Borrower. The Borrower shall promptly
advise the Underwriter of the institution of any such action, suit, proceeding,
inquiry or investigation.

            (i) The information contained in the Official Statement does not
(and any supplement or amendment thereto as of the date of such supplement or
amendment will not) contain any untrue statement of a material fact and does not
(and any supplement or amendment thereto as of the date of such supplement or
amendment will not) omit to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. No representation is made in this paragraph, however, with
respect to any information in the Official Statement relating to the Bank, the
Issuer, the Underwriter or the Remarketing Agent.

            (j) The proceeds from the sale of the Bonds to the initial
purchasers thereof will be applied for the purposes specified in the Loan
Agreement.

            (k) The Borrower is not in violation of its Certificate of
Incorporation or Bylaws.

            (l) Any certificate signed by a representative, officer or official
of the Borrower and delivered in connection with the transaction described in
the Official Statement and this Bond Purchase Agreement shall be deemed to be a
representation and warranty by the Borrower to the Underwriter and the Issuer as
to the statements made therein.

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            (m) The Borrower will cooperate with the Underwriter in the
qualification of the Bonds for offering and sale and the determination of the
eligibility of the Bonds for investment under the laws of such jurisdictions as
the Underwriter shall designate and will use its best efforts to continue any
such qualification in effect so long as required for the distribution of the
Bonds by the Underwriter; provided, however, that the Borrower shall not be
required to consent to service of process or qualify to do business in any
jurisdiction where it is not now so subject.

        5. Representations, Warranties, Covenants and Agreements of the
Underwriter. The Underwriter, by its acceptance hereof, represents, warrants and
covenants to and with the Issuer and the Borrower as follows:

            (a) That it is authorized by law to perform all the duties imposed
upon it by this Bond Purchase Agreement.

            (b) That the execution and delivery of this Bond Purchase Agreement
and the consummation of the transactions contemplated herein will not conflict
with or constitute on the part of the Underwriter a breach of or default under
its Articles of Incorporation or Bylaws, or any statute, trust agreement,
mortgage, deed of trust, lease, note agreement or other agreement or instrument
to which the Underwriter is a party or by which it or its properties are bound,
or any order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Underwriter or any of its activities or properties.

            (c) That this Bond Purchase Agreement has been duly authorized,
executed and delivered by the Underwriter and constitutes the legal, valid and
binding obligation of the Underwriter enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency or other laws
affecting generally the enforcement of creditors rights, and except to the
extent that the enforceability thereof may be limited by the application of
general principles of equity.

            (d) That the Underwriter will conduct all activities in connection
with the offer and sale of the Bonds in accordance with securities laws of the
United States and of each jurisdiction in which the Bonds are offered for sale.

            (e) That the Underwriter has neither requested nor received from
(nor does the Underwriter expect to receive from or have received by) the Issuer
or any of its directors, officers, employees or agents, any information with
respect to the Borrower, the Project and the security purported to be afforded
by the Loan Agreement, or otherwise, except for any such information that is
included within the express representations and warranties of the Issuer in the
Loan Agreement or under the caption "THE ISSUER" in the Official Statement.

            (f) That the Underwriter has not relied and does not rely upon the
findings made by the Issuer, as required by the Act as constituting information
with respect to the Borrower, the Project, the Bond or any security purported to
be afforded by the Loan Agreement otherwise.

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            (g) That neither the Issuer nor any of its directors, officers,
employees or agents shall have any responsibility to the Underwriter for the
completeness of the information obtained by the Underwriter from any source with
respect to the Borrower or any other entity or person, their respective assets,
businesses, circumstances, financial condition and properties, all with respect
to the Project or the Loan Agreement, or for the accuracy of such information;
and the Underwriter acknowledges that as between self and the Issuer, the
Underwriter assumes responsibility for obtaining such information and making
such investigation as it deems necessary or desirable in connection with its
decision to place the Bonds.

        6. Conditions to Underwriter's Obligations. The obligations of the
Underwriter to accept delivery of and to pay for the Bonds on the Closing Date
have been undertaken in reliance on, and shall be subject to, the due
performance by the Issuer and the Borrower of their respective obligations and
agreements to be performed hereunder and to the accuracy of and compliance with
the representations, warranties, covenants and agreements of each contained
herein and in the Bond Documents and Borrower Documents on this date, and to the
following further conditions:

            (a) On the Closing Date, each of the Bond Documents and Borrower
Documents shall be in full force and effect and shall not have been amended,
modified or supplemented in any way that would materially and adversely affect
the Bonds, except as may have been agreed to in writing by the Underwriter, and
there shall be in full force and effect such additional resolutions, agreements,
certificates (including such certificates as may be required by the Internal
Revenue Service or Bond Counsel in order to establish the tax-exempt character
of interest on the Bonds) as are necessary to establish the validity, issuance,
terms and conditions, and binding character of the Bonds, and the Underwriter
shall have received the opinion of Bond Counsel in substantially the form
attached to the Official Statement as Appendix C and the opinion(s) dated as of
the the Closing Date of Bond Counsel, Borrower Counsel, Bank Counsel and
Underwriter's Counsel substantially in the forms attached hereto as Exhibits A,
B, C and E, respectively;

            (b) The Underwriter shall have received copies of the Official
Statement and executed copies of the Bond Documents and the Borrower Documents.

            (c) No Event of Default shall have occurred and be continuing, and
no event shall have occurred and be continuing which, with the passage of time
or giving of notice or both, would constitute such an Event of Default;

            (d) All conditions to the issuance of the Bonds, as set forth in the
Loan Agreement, shall have been satisfied;

            (e) The Underwriter shall have received (i) a certificate, dated the
date of delivery of the Bonds, of the Issuer to the effect that the
representations and warranties of the Issuer in Section 3 are true and correct
as of the Closing Date, (ii) a certificate of the Borrower to the effect that
the representations and warranties of the Borrower in Section 4 are true and
correct as of the Closing Date, (iii) a certificate of a duly authorized and
acting officer of the Trustee dated the Closing Date, substantially in the form
of Exhibit D to this Bond Purchase Agreement;

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and (iv) a nonarbitrage certificate of the Issuer and the Borrower, in form
satisfactory to Bond Counsel; and

            (f) As of the Closing Date, the Letter of Credit shall be in full
force and effect in accordance with its terms and shall not have been amended,
modified or supplemented.

            (g) Between the date hereof and the Closing Date, the market price
or marketability, at the initial offering prices set forth in the Official
Statement, of the Bonds shall not have been materially adversely affected, in
the judgment of the Underwriter (evidenced by a written notice to the Borrower
terminating the obligation of the Underwriter to accept delivery of and pay for
the Bonds), by reason of any of the following:

                (i) Legislation shall be enacted by the House of Representatives
or the Senate of the Congress of the United States, or a decision by a court of
the United States shall be rendered, or a stop order, ruling, regulation or
official statement by, or on behalf of, the United States Securities and
Exchange Commission or other governmental agency having jurisdiction of the
subject matter shall be made or proposed, to the effect that the offering or
sale of obligations of the general character of the Bonds, as contemplated
hereby, is or would be in violation of any provision of the Securities Act of
1934, as amended and as then in effect, or the Securities Exchange Act of 1934,
as amended and as then in effect, or the Trust Indenture Act of 1939 as amended
and as then in effect, or with the purpose or effect of otherwise prohibiting
the offering or sale of obligations of the general character of the Bonds as
contemplated hereby;

                (ii) Any governmental authority shall impose, as to the Bonds,
or obligations of the general character of the Bonds, any material restrictions
not now in force, or increase materially those now in force;

                (iii) A general banking or securities moratorium shall have been
established by federal, California, Maryland, Massachusetts, Minnesota,
Washington or New York authorities;

                (iv) A war involving the United States shall have been declared,
or any existing conflict involving the armed forces of the United States shall
have escalated, or any other national emergency relating to the effective
operation of government or the financial community shall have occurred, which,
in the Underwriter's reasonable opinion, materially adversely affects the
marketability of the Bonds;

                (v) the withdrawal or downgrading of any rating of the Bonds by
a national rating agency; or

                (vi) any event occurring, or information becoming known that, in
the judgment of the Underwriter or its counsel, makes untrue in any material
respect any statement or information contained in the Official Statement, or has
the effect that the Official Statement contains any untrue statement of material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

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        7. Payment of Fees. In consideration of the Underwriter's agreement to
purchase the Bonds hereunder, the Borrower shall (i) pay to the Underwriter a
fee of $34,062.50 (1.25% of the principal amount of the Bonds), payable on the
Closing Date, and (ii) shall reimburse the Underwriter for its reasonable costs
and expenses incurred in connection with the offer and sale of the Bonds. Such
costs and expenses shall include any loss of interest incurred by the
Underwriter resulting from a delay in delivery of the Bonds where such delay is
not caused by the Underwriter.

        8. Indemnification.

            (a) The Borrower hereby agrees to indemnify and hold harmless the
Underwriter and the Issuer and their officers, directors, shareholders, agents
and employees (collectively, the "Indemnified Persons" and individually, an
"Indemnified Person") from and against any losses, claims, damages or
liabilities to which any Indemnified Person may become subject insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of, or are based upon, any untrue statement or alleged untrue statement made in
the Official Statement or the omission or alleged omission to state therein a
material fact necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading, and will reimburse
each Indemnified Person for any legal or other expenses reasonably incurred by
such Indemnified Person in investigating, defending or preparing to defend any
such action or claim; provided, however, that the Borrower shall not be liable
to the Underwriter in any such case to the extent that any such loss, claim,
damage or liability arises out of, or is based upon any untrue statement or
omission or alleged untrue statement or omission made in the Official Statement
with respect to the Underwriter, Issuer and the Bank and shall not be liable to
the Issuer in any such case to the extent that any such loss, claim, damage or
liability arises out of, or is based upon, any untrue statement or omission or
alleged untrue statement or omission made in the Official Statement with respect
to the Issuer, the Bank or the Underwriter.

            (b) In case any such action shall be brought against any Indemnified
Person, the Borrower shall be entitled to participate therein and, to the extent
that the Borrower wishes, to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnified Person. The Indemnified Person shall promptly
notify the Borrower in writing of any claim within the scope of Section 10(a)
and after notice from the Borrower to such Indemnified Person of its election to
assume the defense thereof and the acceptance by such Indemnified Person of the
counsel chosen for such defense, the Borrower shall not be liable to such
Indemnified Person under this Section for any legal or other expenses
subsequently incurred by such Indemnified Person in connection with the defense
thereof other than reasonable costs of any investigation; provided, however that
if the named parties to any such action (including any impleaded parties)
include both the Indemnified Persons and the Borrower, the Indemnified Persons
shall have the right to select separate counsel to assume such legal defense and
to participate otherwise in the defense of such action on behalf of the
Indemnified Persons; provided, further, however, that the Borrower shall not, in
connection with any one such action or separate but substantially similar or
related actions arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys at
any point in time for the

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<PAGE>   11

Indemnified Persons. The Indemnified Person shall cooperate with the Borrower in
connection with the defense of any claim against which the Borrower is providing
indemnification under this Section.

            (c) The indemnity agreements contained in this Section 8 shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of the Underwriter, or the delivery of and any payment for
any Bonds hereunder, and shall survive the termination or cancellation of this
Bond Purchase Agreement. The indemnity agreements contained in this Section
shall be in addition to and shall not limit any other indemnity agreement made
by the Borrower in connection with the transactions contemplated hereby and by
the Loan Agreement.

        9. Miscellaneous.

            (a) Except as otherwise provided, any notice or other communication
herein required or permitted to be given shall be in writing or by telex or
facsimile transmission or by telephone with subsequent written confirmation and
may be personally served or sent by United States mail and shall be deemed to
have been given upon receipt by the party entitled. For the purposes hereof, the
addresses of the parties hereto (until notice of a change thereof is delivered
as provided in this Section 11(a)) shall be as follows:

        Underwriter:         Wells Fargo Brokerage Services, LLC
                             MAC: P6540-065, 6th Floor
                             999 Third Avenue
                             Seattle, WA 98104
                             Attention: Rick Thomas

        Borrower:            Frequency & Time Systems, Inc.
                             34 Tozer Road
                             Beverly, MA 01915
                             Attention: President

        Issuer:              Massachusetts Development Finance Agency
                             75 Federal Street
                             Boston, MA 02110
                             Attention: President

        The Underwriter, the Issuer and the Borrower may, by notice given under
this Bond Purchase Agreement, designate other addresses to which notices or
other communications shall be directed.

            (b) This Bond Purchase Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns. The
terms "successors" and assigns" shall not include any purchaser of any of the
Bonds merely because of such purchase.

                                      -11-
<PAGE>   12

            (c) All of the representations, warranties and covenants made in
this Bond Purchase Agreement shall remain operative and in full force and
effect, regardless of (i) any investment made by or on behalf of any party
hereto, or (ii) delivery of and any payment for any Bonds hereunder.

            (d) Section headings have been inserted in this Bond Purchase
Agreement as a matter of convenience of reference only, and it is agreed that
such section headings are not a part of this Bond Purchase Agreement and will
not be used in the interpretation of any provisions of this Bond Purchase
Agreement.

            (e) If any provision of this Bond Purchase Agreement shall be held
or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as
applied in any particular case in any jurisdiction or jurisdictions, because it
conflicts with any provisions of any constitution, statute, rule of public
policy, or any other reason, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in any
other case or circumstance, or of rendering any other provisions if this Bond
Purchase Agreement invalid, inoperative or unenforceable to any extent whatever.

            (f) This Bond Purchase Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.

            (g) The terms of this Bond Purchase Agreement shall not be waived,
altered, modified, amended or supplemented in any manner whatsoever except by
written instrument signed by all of the parties hereto.

            (h) This Bond Purchase Agreement shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts.

            (i) Any liability of the Issuer under this Bond Purchase Agreement
or any certificates rendered hereunder or in connection herewith shall be
limited to the security and source of payment pledged for payment of principal
of, premium, if any, and interest on the Bonds under the Loan Agreement, and in
the event the transactions contemplated by this Bond Purchase Agreement do not
take place, regardless of the reason therefor, the Issuer shall have no
liability whatsoever.

            (j) The Issuer shall be under no obligation to pay any fees or
expenses incident to this Bond Purchase Agreement or any transaction
contemplated hereby, nor shall the proceeds of the Bonds be used for such fees
or expenses except as provided in the Loan Agreement. To the extent Bond
proceeds are not available for payment of such fees and expenses, such fees and
expenses shall be paid by the Borrower.


                                      -12-
<PAGE>   13



        IN WITNESS WHEREOF, the Underwriter, the Issuer and the Borrower have
caused this Bond Purchase Agreement to be signed in their names by the
undersigned officers, thereto duly authorized, all as of the day and year first
above written.

                                      WELLS FARGO BROKERAGE SERVICES, LLC, as
                                      Underwriter


                                      By ______________________________________
                                                 Senior Vice President


                                      MASSACHUSETTS DEVELOPMENT FINANCE AGENCY


                                      By ______________________________________
                                         Its __________________________________


                                      FREQUENCY & TIME SYSTEMS, INC., a Delaware
                                      corporation


                                      By ______________________________________
                                                      President


                                      -13-
<PAGE>   14


                                    EXHIBIT A

                      SUPPLEMENTAL OPINION OF BOND COUNSEL

                                 [Closing Date]

Massachusetts Development Finance Agency
75 Federal Street, 10th Floor
Boston, MA 02110

Wells Fargo Brokerage Services, LLC, as Underwriter
MAC: P6540-065, 6th Floor
999 3rd Avenue
Seattle, WA 98104

Wells Fargo Bank, National Association
Commercial Banking Group
2030 Main Street, Suite 900
Irvine, CA 92614

Frequency & Time Systems, Inc.
34 Tozer Road
Beverly, MA 01915

        Re:    Massachusetts Development Finance Agency
               Variable Rate Demand Revenue Bonds,
               Frequency & Time Systems Issue, Series 2001

Ladies and Gentlemen:

        This supplemental opinion is delivered pursuant to Section 6(a) of the
Bond Purchase Agreement dated May 30, 2001 among the Massachusetts Development
Finance Agency (the "Issuer"), Wells Fargo Brokerage Services, LLC (the
"Underwriter") and Frequency & Time Systems, Inc., a Delaware corporation (the
"Borrower"). Capitalized terms used in this opinion that are not otherwise
defined have the meanings given such terms in the Loan and Trust Agreement dated
as of May 1, 2001 (the "Loan Agreement") among the Issuer, the Borrower and
Wells Fargo Bank Minnesota, National Association, Columbia, Maryland, as
Trustee.

        1. The statements contained in the Official Statement in the sections
thereof entitled: "INTRODUCTORY STATEMENT" (excluding therefrom information
about the Bank, the Letter of Credit, the Borrower and Datum, as to which no
opinion is expressed) "SECURITY FOR THE BONDS" (excluding therefrom the material
in the subsection labeled "Letter of Credit," as to which no opinion is
expressed), "THE BONDS," "THE ISSUER" "COMMONWEALTH NOT LIABLE ON BONDS," and
"TAX MATTERS," insofar as such statements purport to summarize certain
provisions of the Bonds, and the Loan Agreement and to describe statutory
provisions relating to the exemption from Commonwealth taxes and federal


                                      A-1
<PAGE>   15

income taxes of interest on the Bonds, present a fair and accurate summary of
such provisions, and the statements of law and legal conclusions stated in such
sections of the Official Statement are correct.

        2. The Issuer has duly consented to the distribution of the Official
Statement.

        3. There is no authorization, approval, consent of or to the issuance by
the Issuer of the Bonds or in connection with its entering into the performance
of its obligations under the Loan Agreement or the Bond Purchase Agreement
required to be obtained by the Issuer by any federal, state, or other
governmental regulatory authority having jurisdiction in the premises that has
not been obtained, other than Blue Sky compliance and a determination of the
Massachusetts Historical Commission that the Project does not have an adverse
effect on historic resources of The Commonwealth.

        This opinion is furnished by us pursuant to your request therefor and
does not consider or extend to any agreements, representations or offering
materials concerning the Bonds not mentioned in this opinion.

        This opinion is addressed to you and may not be relied upon by any other
person. This opinion may not be published, transmitted to, filed with or
otherwise communicated to any person, firm, or institution unless we have given
our prior explicit, written consent in each instance.


                                      A-2
<PAGE>   16


                                    EXHIBIT B

                   FORM OF OPINION OF COUNSEL TO THE BORROWER

                                 [Closing Date]

Massachusetts Development Finance Agency
75 Federal Street, Floor 10
Boston, Massachusetts  02110

Wells Fargo Brokerage Services, LLC
MAC: P6540-065, 6th Floor
999 3rd Avenue
Seattle, Washington  98104

Wells Fargo Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland  21044


        Re:    Massachusetts Development Finance Agency Variable Rate Demand
               Revenue Bonds Frequency & Time Systems Issue, Series 2001 (the
               "Bonds)


Ladies and Gentlemen:

        We have acted as counsel to Frequency & Time Systems, Inc., a Delaware
corporation (the "Borrower"), in connection with the execution and delivery by
the Company of that certain Bond Purchase Agreement, dated as of May 30, 2001
(the "Bond Purchase Agreement") among the Borrower, the Massachusetts
Development Finance Agency (the "Issuer"), and Wells Fargo Brokerage Services,
LLC (the "Underwriter") and the transactions contemplated therein. This opinion
is being delivered pursuant to Section 6(a) of the Bond Purchase Agreement.
Unless specifically defined herein or the context requires otherwise,
capitalized terms used herein shall have the meanings ascribed to them in the
Loan and Trust Agreement, dated as of May 1, 2001 (the "Loan and Trust
Agreement"), among the Issuer, the Borrower and Wells Fargo Bank Minnesota,
National Association, as trustee. (the "Trustee").

        In connection with the preparation of this opinion, we have examined the
documents listed below:

        a.     the Loan and Trust Agreement;

        b.     the Bond Purchase Agreement;

        c.     the Remarketing Agreement;

        d.     the Preliminary Official Statement, dated May 25, 2001, and the
               Official Statement, dated May 30, 2001, pertaining to the Bonds
               (collectively, the "Official Statements");

                                      B-1
<PAGE>   17

        e.     the Federal Tax Certificate;

        f.     the borrowing resolution of the Borrower, approving the Official
               Statements and approving and authorizing the execution and
               delivery of the Loan and Trust Agreement, the Bond Purchase
               Agreement, the Remarketing Agreement and the Federal Tax
               Certificate (the "Resolution"); and

        g.     The Certificate of Incorporation and Bylaws of the Borrower.

        The documents listed in items (a) through (c) above are hereinafter
sometimes referred to as the "Financing Documents."

        In addition, we have examined such other documents and considered such
questions of law as we have deemed necessary or appropriate. We have assumed
that there are no other documents or agreements between the Borrower, Issuer and
Underwriter which would expand or otherwise modify the respective rights and
obligations of the Borrower, Issuer and Underwriter as set forth in the Bond
Purchase Agreement and the documents required or contemplated thereby.

        We have assumed the authenticity of all documents submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies, and the genuineness of all signatures (other than signatures of officers
of the Borrower). We have also assumed that, with respect to all parties to
agreements or instruments relevant hereto (other than the Borrower), such
parties had the requisite power and authority to execute, deliver and perform
such agreements or instruments, that such agreements or instruments have been
duly authorized by all requisite action, executed and delivered by such parties,
and that such agreements or instruments are the valid, binding and enforceable
obligations of such parties.

        As to questions of fact material to our opinions, we have relied upon
the representations of each party made in the Bond Purchase Agreement and the
other documents and certificates delivered in connection therewith, certificates
of officers of the Borrower, and certificates and advices of public officials
and we have made no independent investigation of such matters.

        Whenever a statement herein is qualified by "known to us," "to our
current actual knowledge," or similar phrase, it is intended to indicate that,
during the course of our representation of the Borrower, no information that
would give us current actual knowledge of the inaccuracy of such statement has
come to the attention of those attorneys in this firm who have rendered legal
services in connection with the transaction described in the introductory
paragraph hereof. However, except as otherwise expressly indicated, we have not
undertaken any independent investigation to determine the accuracy of such
statement, and any limited inquiry undertaken by us during the preparation of
this opinion letter should not be regarded as such an investigation; no
inference as to our knowledge of any matters bearing on the accuracy of any such
statement should be drawn from the fact of our representation of the Borrower.

        Based upon the foregoing, and subject to the additional assumptions,
exceptions, qualifications and limitations set forth below, we are of the
opinion that:

                                      B-2
<PAGE>   18

        1. The Borrower is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware. The Borrower is duly
qualified to do business as a foreign corporation and is in good standing in The
Commonwealth of Massachusetts.

        2. The Borrower has the corporate power and authority to own its
properties and assets, to carry on its business as presently conducted, and to
enter into the Financing Documents and perform its obligations thereunder.

        3. The Financing Documents and the Federal Tax Certificate have been
duly authorized by all necessary corporate action on the part of the Borrower
and have been duly executed and delivered by the Borrower.

        4. The Resolution has been duly authorized by all necessary corporate
action on the part of the Borrower.

        5. The Financing Documents are legal, valid and binding obligations of
the Borrower enforceable against it in accordance with their respective terms,
except as the enforceability thereof may be subject to or limited by (a)
bankruptcy, insolvency, reorganization, arrangement, moratorium, or other
similar laws relating to or affecting the rights of creditors, and (b) general
equitable principles, regardless of whether the issue of enforceability is
considered in a proceeding in equity or at law.

        6. The execution and delivery of the Financing Documents and the
performance by the Borrower of their respective terms (a) will not breach or
result in a violation of the Borrower's Certificate of Incorporation or Bylaws,
or any judgment, order or decree of any court or arbitrator, known to us, to
which the Borrower is a party or is subject, and (b) will not, to our knowledge,
constitute a material breach of the terms, conditions or provisions of, or
constitute a default under, any material contract, undertaking, indenture or
other agreement or instrument known to us to which the Borrower is a party or by
which the Borrower's properties are bound.

        7. Except as disclosed in the Financing Documents, the exhibits and
schedules delivered in connection therewith or in the Federal Tax Certificate,
there is, to our current actual knowledge, no action, suit or proceeding pending
against the Borrower, or its properties in any court or before any governmental
authority or agency, or arbitration board or tribunal (a) which seeks to
restrain, enjoin, prevent the consummation of, or otherwise challenge the
Financing Documents or any of the transactions contemplated thereby, or (b)
which, if adversely determined, could reasonably be expected to have a material
adverse effect on the Borrower, or its business or properties (taken as a
whole).

        8. No consent, approval or authorization of, or designation, declaration
or filing with, any governmental authority is required in connection with the
valid execution, delivery and performance by the Borrower of the Financing
Documents, other than such consents, approvals, authorizations, designations,
declarations or filings as have been made or obtained on or before the date
hereof.

        In addition, we advise you, not as part of the legal opinions expressed
above, but rather on the basis of our participation in the preparation of the
Official Statements and our discussion of the contents thereof with certain
officers of the Borrower and your representatives, but without

                                      B-3
<PAGE>   19

independent verification, that we have no reason to believe that, as of the
respective dates of the Official Statements, the Official Statements (other than
the financial or statistical data contained therein, as to which with your
consent we are not expressing any comments) contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

        We expressly do not comment upon or render any opinion with respect to
any documents referenced in the Financing Documents, except for the Federal Tax
Certificate, the Resolution and Financing Documents themselves.

        We call your attention to the fact that the Financing Documents state
that they are governed by the laws of the Commonwealth of Massachusetts and that
we are not rendering any opinion with respect to Massachusetts law. We have not
examined the question of what law would govern the interpretation or enforcement
of the Financing Documents and our opinion is based on the assumption that the
laws of the Commonwealth of Massachusetts are identical to the internal laws of
the State of California.

        We express no opinion with respect to the following:

        (i) the effect of provisions releasing or indemnifying a party against
liability for its own wrongful or negligent acts, or where indemnification is
contrary to public policy;

        (ii) the enforceability of Section 8 of the Bond Purchase Agreement or
Section 7 of the Remarketing Agreement regarding indemnification;

        (iii) the effect of California Civil Code Section 1670.5 which provides
that a court may refuse to enforce, or may limit the application of, a contract
or any clause thereof which the court finds as a matter of law to have been
unconscionable at the time it was made;

        (iv) the effect of Section 1698 of the California Civil Code which
provides in part that provisions of any instrument or agreement may only be
waived in writing will not be enforced to the extent that an oral agreement has
been executed modifying provisions of such instrument or agreement; or

        (v) any laws, statutes, ordinances, rules or regulations concerning
federal or state securities laws of "blue-sky" laws, federal or state tax laws
and regulations, or federal or state banking laws.

        We are members of the Bar of the State of California and, accordingly,
do not purport to be experts on or to be qualified to express any opinion herein
concerning, nor do we express any opinion herein concerning, any laws other than
the laws of the State of California, the General Corporation Law of the State of
Delaware and federal law.

        The foregoing opinions are being furnished to you solely for your
benefit and may not be relied upon by any other person without our prior written
consent.

                                            Very truly yours,

                                      STRADLING YOCCA CARLSON & RAUTH

                                      B-4
<PAGE>   20


                                    EXHIBIT C

                         FORM OF OPINION OF BANK COUNSEL

                                 [Closing Date]



MASSACHUSETTS DEVELOPMENT FINANCE AUTHORITY

_________________________________
Boston, Massachusetts
Attention:  _____________________

WELLS FARGO BROKERAGE SERVICES, LLC

_________________________________
Seattle, Washington
Attention: ______________________


WELLS FARGO BANK, MINNESOTA, NATIONAL ASSOCIATION

_________________________________
_________________________________
Attention: ______________________


        Re:    $2,725,000 Massachusetts Development Finance Authority Variable
               Rate Demand Revenue Bonds, Frequency & Time Systems Issue, Series
               2001) (the "Bonds")

Ladies and Gentlemen:

        We have acted as counsel to Wells Fargo Bank, National Association (the
"Bank"), in connection with the issuance by the Bank of an irrevocable letter of
credit in the maximum amount of $________________ (the "Letter of Credit") in
favor of Wells Fargo Bank, National Association, pursuant to the terms of a
Second Amended and Restated Credit Agreement dated as of July 7, 2000 (as
amended from time to time, the "Credit Agreement") between the Bank and Datum
Inc., a Delaware corporation, in support of certain payments of principal and
interest due on the above-referenced Bonds.

        In so acting, we have examined executed copies of the Credit Agreement
and the Letter of Credit, and have examined and relied upon originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates or other instruments as we have deemed necessary to
enable us to render the opinion expressed below. In such examination, we have
assumed the genuineness of all signatures (other than those of the Bank), the
authenticity of all documents submitted to us as originals, the conformity with
the originals of all documents submitted to us as copies, and the accuracy of
the contents thereof.


                                      C-1
<PAGE>   21

        On the basis of such examination and our consideration of such questions
of law as we have deemed relevant in the circumstances, and subject to the
qualifications set forth below, we are of the opinion that:

            1. The Bank is qualified to conduct a commercial banking business in
California and, as part of such commercial banking business, has the power and
authority to execute and deliver the Credit Agreement and the Letter of Credit.

            2. The Letter of Credit is a legally valid and binding agreement of
the Bank, enforceable against it in accordance with its terms, except as
enforcement may be limited by (a) insolvency, conservatorship, receivership,
reorganization, liquidation, readjustment of debt or other similar laws
affecting or limiting the enforcement of creditors' rights generally, as such
laws may be applied in the event of the insolvency, conservatorship,
receivership, reorganization, liquidation, readjustment of debt or similar event
of the Bank, or (b) a moratorium or similar occurrence affecting the Bank. We
express no opinion as to (i) the availability of equitable remedies to persons
seeking to enforce the Letter of Credit, or (ii) whether a court in the exercise
of its equitable powers may temporarily restrain payment by the Bank of a
drawing under the Letter of Credit.

            3. The issuance of the Letter of Credit by the Bank is exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), pursuant to Section 3(a)(2) of the Act.

        Our opinions herein are limited to the law of the State of California
and the federal law of the United States of America, and we express no opinion
as to any matter governed by the law of any other jurisdiction.

        This opinion may not be used or relied upon by, or published or
communicated to, any other party for any purpose whatsoever without our prior
written approval in each instance, except that reference may be made to it in
any list of closing documents and it may be included in any closing transcript
for this transaction.


                                Very truly yours,



                     SHEPPARD, MULLIN, RICHTER & HAMPTON LLP



                                      C-2
<PAGE>   22


                                    EXHIBIT D

                  FORM OF DELIVERY DATE CERTIFICATE OF TRUSTEE

        1. The Trustee is a national banking association authorized to carry out
corporate trust powers in The Commonwealth of Massachusetts, and has all
necessary power and authority to enter into and perform its duties under the
Loan Agreement and the other Bond Documents to which it is a party;

                                       and

        2. The representations and agreements of the Trustee in the Loan
Agreement are true, complete and correct in all material respects as of the date
of delivery of the Bond(s).



                                      D-1
<PAGE>   23

                                    EXHIBIT E

                    FORM OF OPINION OF UNDERWRITER'S COUNSEL


                                 [Closing Date]



Wells Fargo Brokerage Services, LLC
Seattle, Washington

        Re:    Massachusetts Development Finance Agency Variable Rate Demand
               Revenue Bonds, Frequency & Time Systems Issue - Series 2001 -
               $2,725,000 (the "Bonds")

Ladies and Gentlemen:

        This opinion is rendered to Wells Fargo Brokerage Services, LLC, as the
Underwriter (the "Underwriter"), in connection with your offering and placement
of the Bonds, pursuant to a Bond Purchase Agreement dated as of May 1, 2001,
among Frequency & Time Systems, Inc. (the "Borrower"), the Massachusetts
Development Finance Agency (the "Issuer"), and the Underwriter (the "Bond
Purchase Agreement"). The Bonds are issued pursuant to a Loan and Trust
Agreement dated as of May 1, 2001 (the "Loan Agreement"), among the Issuer, the
Borrower and Wells Fargo Bank Minnesota, National Association, as trustee (the
"Trustee"), and are secured by a letter of credit (the "Letter of Credit")
issued by Wells Fargo Bank N.A. (the "Bank").

In our capacity as counsel for the Underwriter, we have examined originals, or
copies certified or otherwise identified to our satisfaction as being true
copies of originals, of such documents, records and other instruments as we have
deemed necessary or appropriate for purposes of this opinion including, without
limitation: (i) the Bond Purchase Agreement, (ii) the Loan Agreement, (iii)
Resolution No. _____ of the Board of Directors of the Issuer adopted May 10,
2001 (the "Resolution"), (iv) the Letter of Credit, and (v) the Official
Statement relating to the Bonds, dated May 30, 2001 (the "Official Statement").
Capitalized terms not otherwise defined herein shall have the meanings given
such terms in the Bond Purchase Agreement.

        Based on the foregoing and in reliance thereon, we are of the opinion
that the offer and sale of the Bonds is exempt from the registration
requirements of the Securities Act of 1933, as amended, and that the Loan
Agreement is exempt from qualification under the Trust Indenture Act of 1939, as
amended.

        We also have examined information made available to us in the course of
our participation in the preparation of the Official Statement as your counsel,
including legal matters


                                      E-1
<PAGE>   24

and certain records, documents and proceedings, and we have attended telephone
conferences with, among others, representatives of the Underwriter, the Issuer
and its counsel, the Trustee and its counsel, the Borrower and its counsel, and
the Bank and its counsel, at which telephone conferences the contents of the
Official Statement were discussed; however, our examination of information and
participation in such conferences does not necessarily constitute such diligence
as may be specified, required or implied in sections 12(b) and 17 of the
Securities Act of 1933, as amended, Section 10(b) of the Securities Exchange Act
of 1934, as amended, and similar provisions under state securities or "blue sky"
laws or regulations promulgated pursuant thereto, to the extent such provisions
and regulations may be applicable (and no opinion is expressed as to such
applicability). Without undertaking to determine independently or assuming any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Official Statement, we have no reason to believe that the
Official Statement as of this date contains any untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading (except that we express no opinion or belief with
respect to any financial or statistical data contained in the Official Statement
or with respect to information relating to The Depository Trust Company
contained in the Official Statement).

        This opinion is furnished by us as your counsel and is solely for your
benefit.

                                            Respectfully submitted,

                                            PRESTON GATES & ELLIS, LLP


                                            By
                                                  David O. Thompson


                                      E-2