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$7,420,000 <br />TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 2012B <br />CITY OF RAMSEY <br />ANOKA COUNTY <br />MINNESOTA <br />We have acted as bond counsel in connection with the issuance by the City of Ramsey, <br />Anoka County, Minnesota (the "Issuer"), of its $7,420,000 Taxable General Obligation Tax <br />Increment Bonds, Series 2012B, bearing a date of original issue of June 5, 2012 (the "Bonds"). <br />We have examined the law and such certified proceedings and other documents as we deem <br />necessary to render this opinion. <br />We have not been engaged or undertaken to review the accuracy, completeness or <br />sufficiency of any offering material relating to the Bonds and we express no opinion relating <br />thereto. <br />As to questions of fact material to our opinion, we have relied upon the certified <br />proceedings and other certifications of public officials furnished to us without undertaking to <br />verify the same by independent investigation. <br />Based upon such examinations, and assuming the authenticity of all documents submitted <br />to us as originals, the conformity to original documents of all documents submitted to us as <br />certified or photostatic copies and the authenticity of the originals of such documents, and the <br />accuracy of the statements of fact contained in such documents, and based upon present <br />Minnesota and federal laws (which excludes any pending legislation which may have a <br />retroactive effect on or before the date hereof), regulations, rulings and decisions, it is our <br />opinion that: <br />(1) The proceedings show lawful authority for the issuance of the Bonds according to <br />their terms under the Constitution and laws of the State of Minnesota now in force. <br />(2) The Bonds are valid and binding general obligations of the Issuer and all of the <br />taxable property within the Issuer's jurisdiction is subject to the levy of an ad valorem tax to pay <br />the same without limitation as to rate or amount; provided that the enforceability (but not the <br />validity) of the Bonds and the pledge of taxes for the payment of the principal and interest <br />thereon is subject to the exercise of judicial discretion in accordance with general principles of <br />4590579v1 <br />