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

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s CITY OF RAMSEY, MINNESOTA TAXABLE CHARTER SCHOOL LEASE REVENUE BONDS (PACT CHARTER SCHOOL PROJECT) SERIES 2013B Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by the City of Ramsey, Minnesota (the "Issuer"), of its Taxable Charter School Lease Revenue Bonds (PACT Charter School Project) Series 2013B (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. As to questions of fact material to our opinion, we have relied upon certified proceedings, documents and certifications furnished to us by representatives of the Issuer, the Corporation and the School without undertaking to verify such facts by independent investigation. We have relied upon (1) the opinion[s] of John Cairns Law, P.A., counsel to the Corporation and to the School as to: (a) the due organization, existence and good standing of the Corporation and the School under the laws of the State of Minnesota (the "State"); (b) the due and valid authorization, execution and delivery by the Corporation of the Loan Agreement, the Lease and the Bond Purchase Agreement and the power and authority of the Corporation to execute, deliver, perform and carry out its obligations thereunder; (c) the due and valid authorization, execution and delivery by the School of the Lease, the Pledge Agreement and the Bonds Purchase Agreement and the power and authority of the School to execute, deliver, perform and carry out its obligations thereunder; (d) the status of the Corporation and the School as organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and exempt from taxation under Section 501(a) of the Code; (e) the characterization of the activities of the Corporation and the School in connection with the use of the facilities financed or refinanced with the proceeds of the Bonds. From such examination, assuming the authenticity of the documents examined by us, the genuineness of the signatures thereon and the accuracy of the facts stated therein, and based upon federal and Minnesota laws, regulations, rulings and decisions in effect on the date hereof, it is our opinion that: A-1-3