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

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(1) The Issuer is a municipal corporation of the State and has full power and authority under the Constitution and laws of the State, including Minnesota Statutes, Sections 469.152 through 469.1651, as amended, to issue the Bonds, to loan the proceeds thereof to the Corporation and to pledge thc payments to be received pursuant to the Loan Agreement to the Trustee as security for the payment of the principal of, premium, if any, and interest on thc Bonds, respectively. (2) The Loan Agreement, the Bond Indenture and the Bond Purchase Agreement have been duly and validly authorized, executed and delivered by the Issuer and, assuming the due and valid authorization, execution and delivery by the other parties thereto, are valid and binding special, Limited obligations of the Issuer enforceable in accordance with their terms, except to the extent to which the enforceability thereof may be limited by state and federal laws, rulings, decisions and principles of equity affecting remedies and by bankruptcy, reorganization, moratorium and other laws of general application relating to or affecting the enforcement of creditors' rights or laws relating to creditors' rights against public instrumentalities. (3) The Bonds have been duly and validly authorized, executed and delivered by the Issuer and are valid and binding special, limited obligations of the Issuer enforceable in accordance with their terms and the terms of the Indenture, except to the extent to which enforceability thereof may be limited by state and federal laws, rulings, decisions and principles of equity affecting remedies and by bankruptcy, reorganization, moratorium and other laws of general application relating to or affecting the enforcement of creditors' rights or laws relating to creditors' rights against public instrumentalities. The Bonds are not general obligations or indebtedness of the Issuer or the State within the meaning of any constitutional, statutory or charter limitation or a charge against their general credit or taxing powers, but are payable solely from the revenues pledged to the payment thereof, secured by the provisions of the Indenture. By the Indenture, the Issuer has validly granted to the Trustee a security interest in all of its right, title and interest in the Loan Agreement (except for certain rights to fees, administrative costs and indemnification). Under the Indenture, the payments required to be made under the Loan Agreement, in amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable, arc to be paid to the Trustee for the account of the Issuer and deposited in special trust accounts created by the Indenture and pledged for that purpose. We have not been engaged, and have not undertaken. to review the accuracy, completeness or sufficiency of any offering material relating to the Bonds, and we express no opinion relating thereto. Dated: , 2013. Very truly yours, A-1-4