Agenda - Council - 08/13/2013 - Laserfiche WebLink

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EXHIBIT A-1 TO THE BOND PURCHASE AGREEMENT Forms of Bond Counsel Opinions '$ CITY OF RAMSEY, MINNESOTA CHARTER SCHOOL LEASE REVENUE BONDS (PACT CHARTER SCHOOL PROJECT) SERIES 2013A We have acted as Bond Counsel in connection with the issuance by the City of Ramsey, Minnesota (the "Issuer"), of its Charter School Lease Revenue Bonds (PACT Charter School Project) Series 2013A (the "Bonds"), in the aggregate principal amount of $ and bearing a date of original issue as of , 2013. We have examined the law and such certified proceedings and other documents as deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Issuer and PCS Building Company, a Minnesota nonprofit corporation, (the "Company"), contained in the Indenture of Trust dated as of , 2013 (the "Indenture"), between the Issuer and Wells Fargo Bank, National Association (the "Trustee") and the Loan Agreement dated as of 2013, between the Issuer and the Company (the "Loan Agreement"), a Bond Purchase Agreement dated as of , 2013, by and among Dougherty & Company LLC (the "Original Purchaser"), the Issuer, the Company, and PACT Charter School Project, a Minnesota nonprofit corporation (the "School"), and upon the certified proceedings of the Issuer and other certifications of public officials furnished to us and certifications by officers of the Company and the School (including, but not limited to, certifications as to the use of Bond proceeds) without undertaking to verify the same by independent investigation. Based upon such examinations, and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of fact contained in such documents, and based upon present Minnesota and Federal laws (which excludes any pending legislation which may have a retroactive effect prior to the date hereof), regulations, rulings, and judicial or other decisions, it is our opinion that: (a) the Issuer is a municipal corporation duly organized and existing under the Constitution and laws of the State of Minnesota with authority under Minnesota Statutes, Sections 469.152 through 469.1651, as amended (the "Act"), to issue the Bonds, to loan the proceeds thereof to the Company pursuant to the Loan Agreement and to execute and deliver the Indenture to secure the Bonds; (b) the Indenture and the Loan Agreement have been duly and validly authorized, executed, and delivered by the Issuer and, assuming due authorization and execution by the other A-1-1