Acted as underwriter’s counsel and special tax counsel relating to $99 million of sales tax revenue bonds, the proceeds of which were used to finance public and private improvements in a special excise tax district located in the State of West Virginia. The Bonds are secured by excise (sales) taxes collected by the West Virginia State Tax Commissioner from retail operators and restaurants located and to be located in the Excise District. The occupants of the excise tax district include or are expected to include Cabela’s Retail Center, Inc., Wal-Mart, Target, Bob Evans, Applebee’s and others. The State Tax Commissioner, at the direction of the County Commission of Ohio County, transmits the collected excise taxes to the Trustee to be used to pay debt service on the Bonds. The transaction involves a unique financial covenant to provide protection to bondholders, includes a rating fund to be used to attempt to obtain a rating on the Bonds in the future, and provides for the issuance of additional bonds, subject to certain restrictions. The Bond issues were the first sales tax revenue bonds of this kind in the State of West Virginia.

Acted as underwriter's counsel to a Fortune 100 wealth and asset management organization in a Tax Increment Financing (TIF) in West Virginia and relating to financing public improvements to the Highlands Project. Tax Increments are collected from property owners located in the TIF District, including a Cabela's Retail Center, Inc. and a proposed Wal-Mart Super Center and a Target Store. Tax Increments are transferred by the Sheriff of Ohio County to the Bond Trustee to pay principal and interest on the Bonds. The proceeds of the Bonds are to be used for Public Improvements in the TIF District and adjacent property, including public roads, water and sewer lines and an interchange exit ramp to Interstate 70, all in Ohio County, Wheeling, West Virginia.

Acted as Underwriter's Counsel to a global leader in investment banking and capital markets in connection with a Bond Issue by Fulton County, Ohio. The proceeds were made available to the Fulton County Health Center, a 501 (c)(3) corporation providing health care services and related services. The proceeds of the Bonds will be used to construct a 100,000 square foot expansion of the medical facilities of Fulton County Health Center and to refund certain existing Bonds. The Bonds are secured by a letter of credit from JPMorgan Chase Bank, NA and by a Master Trust Indenture and are rated Aa2/VMIG-1 by Moody's Investor Services.

Underwriter's Counsel in a tax exempt bond financing for a multifamily low/moderate income housing project to be located in New Mexico.

Note Counsel, Placement Agent Counsel, Letter of Credit Bank Counsel and TIF Counsel in connection with Taxable Note/Tax Increment Financing transaction for a multi-use retail plaza to be located in Northeast Ohio.

Successful defense of $30,000,000 multi-state fiduciary, tort, and racketeering claims brought against third party finance company by trustee in bankruptcy and former employees of failed health care provider asserting that the company’s financial collapse was the result of a conspiracy between the bankrupt company’s principles and third party finance company. The defense strategy included close coordination with the officer/co-defendants of the failed health care provider.

Successful defense of class action lawsuit against a publicly traded company, which included fiduciary, tort, and racketeering claims brought against the third party finance company and its officers alleging a conspiracy to manipulate financing formulas, convert financing proceeds, and to waste corporate assets of a publicly traded company.

Successful defense of $20,000,000 fiduciary and racketeering claims against corporate officer arising from the failure of a New England-based hospital.

Appointed as Special Counsel in multi-billion dollar bankruptcy, pursuing personal and fiduciary claims against former clients of bankrupt finance company.

Successful prosecution of claims for breach of fiduciary duty, conversion, fraudulent conveyance, and conspiracy against a health care provider and its attorneys in an $8,000,000 dispute with financier.

Successful prosecution of fraudulent conveyance and tort claims against chief financial officer in successor liability case involving a corporation’s attempt to evade obligations to principal financier.

Prosecuting multi-million dollar claim by a New York based finance company against the former president and chief executive officer of a Texas-based hospital in connection with failed receivable finance transactions

Acted as underwriter's counsel in a $25 million tax exempt bond financing for air cargo facilities located at the Miami Dade County Airport in Miami, Florida.

Counsel to Letter of Credit Bank in issuance of direct pay letters of credit to secure principal and interest payments for approximately $35 million special assessment Notes issued by an Ohio municipality. Representation included preparing Letters of Credit, Letter of Credit Reimbursement Agreement and review of Note documents. Letter of Credit Reimbursement Agreement provides for the Bank's issuance of Letters of Credit in the future up to a maximum $56 million.

Counsel for Underwriter in connection with the purchase of approximately $35 million Special Assessment Notes of an Ohio municipality including coordinating disclosure relating to replacement of a Letter of Credit securing a portion of the Notes and securing a rating on the Notes.

Note Counsel/Underwriter Counsel for a $20 million draw note issue for construction of a skilled nursing facility located in Northwest Ohio.

Counsel to national banking association in connection with providing a Letter of Credit to secure principal and interest on special obligation Bonds issued by a southeastern Ohio municipality to finance infrastructure improvements for a Tax Increment Financing ("TIF") District.

Counsel for the Administrative Agent of a $25 million participated loan facility for an Ohio based mining company.

Acted as local counsel for two Appalachian basin-based oil and gas exploration and production companies in connection with their $250 million revolving line of credit.

Represented financial institution in its $36.5 million loan to a Columbus, Ohio-based developer to assist the developer's acquisition of all of the interest of its joint venture partners in an enclosed super regional mall located in Columbus, Ohio.

Underwriter/disclosure counsel in a $10 million tax-exempt bond financing of air cargo facilities located at the George Bush Intercontinental Airport in Houston, Texas.

Underwriter/disclosure counsel in an $11 million tax-exempt and taxable bond financing (Series A/Series B) for a private arts college located in downtown Columbus, Ohio.

Underwriter/note counsel in a $70 million taxable draw note transaction to finance acquisitions and operations of automobile dealer facilities throughout Ohio.

Underwriter/note counsel in a $15 million taxable draw note transaction to finance retail and warehouse tire facilities in Kentucky and Tennessee.

Underwriter/note counsel in a taxable note transaction to finance development of an industrial park located in Canal Winchester, Ohio.

Underwriter's counsel in an $87 million School Improvement Bond Issue for a southwestern city school district in Ohio.

Represent all major Ohio and regional investment bankers — and many Wall Street firms — in public finance (bond, note and tax-exempt lease) placement and underwriting transactions, including disclosure document preparation, purchase/placement agreement preparation, due diligence, documentation, continuing disclosure and regulatory matters.

Exclusive underwriter's counsel for Toledo-Lucas County Port Authority financings and exclusive disclosure counsel for Cleveland-Cuyahoga County Port Authority financings, including bond, note, economic development, off-balance sheet real estate and synthetic lease financings.

Underwriter's counsel for many state bond issue programs, including bonds issued by the Treasurer of the State of Ohio and the Ohio Building Authority.

Act as credit enhancement counsel, including with respect to letters of credit and standby bond purchase agreements, at the request of a wide variety of issuers and bankers.

Act as structuring and documentation counsel and deliver substantive non-consolidation, true-sale and disclosure opinions accepted by all major rating agencies (S&P, Moody's, Fitch) in a wide variety of securitizations, representing both taxable and tax-exempt revenue streams.

Representation of several Fortune 500 banks in a variety of loan modification, workout and restructuring matters, as well as in commercial foreclosure and bankruptcy proceedings.

Provide comprehensive loan workout and loan restructuring advice and related documentation and negotiation services to Stonehenge Financial Holdings, Inc., in its capacity as the manager of a significant portfolio of complex commercial loans originated by an Ohio firm engaged in mezzanine financing. We have also, when necessary, instituted litigation for Stonehenge in connection with those commercial loans.

Representation of Fortune 500 computer company in the state of Ohio in a variety of commercial collection and bankruptcy matters, including representing its interests in liquidation and reorganization proceedings, defending preference recovery and lien avoidance actions, and prosecuting collection and replevin cases.

Representation of a national equipment finance company in loan workouts, bankruptcies and asset recovery and disposition matters throughout the state of Ohio.

Developed first rated (S&P) secondary market securitization of distressed tax-exempt bonds working with Crown Northcorp, as sponsor and special servicer.

Developed innovative, tax-exempt COPs (certificate of participation) program designed to convert empty downtown retail space into State of Ohio offices.

Representation of Glimcher Realty Trust in the largest Project Finance borrowing in the commercial sector in 1998, developing a $350,000,000 super regional mall (Jersey Gardens) financed with tax-exempt and taxable double-barreled TIF and special assessment bonds and a complex structured bank loan.