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EXHIBIT C <br />TO THE BOND <br />BOND PURCHASE AGREEMENT <br />Form of Opinion of Counsel to the Borrower and the School <br />Dougherty & Company LLC <br />90 South Seventh Street, Suite 4300 <br />Minneapolis, Minnesota 55402-4115 <br />Briggs & Morgan, P.A. <br />80 South Eighth Street, Suite 2200 <br />Minneapolis, Minnesota 55402 <br />Best & Flanagan LLP <br />225 South Sixth Street, Suite 4000 <br />Minneapolis, Minnesota 55402 <br />Wells Fargo Bank, National Association <br />Corporate Trust & Escrow Services <br />625 Marquette Avenue, l lth Floor <br />MAC: N9311-115 <br />Minneapolis, Minnesota 55479 <br />Re: $ City of Ramsey, Minnesota Charter School Lease Revenue Bonds <br />(PACT Charter School Project), Series 2013A and $ City of Ramsey, <br />Minnesota Taxable Charter School Lease Revenue Bonds (PACT Charter School <br />Project), Series 2013B (collectively, the "Bonds") <br />Ladies and Gentlemen: <br />We have acted as counsel to PCS Building Company (the `Borrower") and PACT <br />Charter School (the "School"), in connection with the issuance of the captioned bonds (the <br />"Bonds"). This opinion is being delivered to you pursuant to Section 5(d)(iii) of the Bond <br />Purchase Agreement, dated , 2013 (the "Bond Purchase Agreement"), between <br />Dougherty & Company LLC (the "Underwriter"), the Borrower, the School, and the City of <br />Ramsey, Minnesota (the "Issuer"). All terms used with initial capital letters but not defined <br />herein have the meanings assigned to them in the Bond Purchase Agreement. <br />We have examined the following documents: (1) the Bond Purchase Agreement; (2) the <br />Indenture of Trust, dated as of , 2013 (the "Indenture"), between the Issuer and <br />Wells Fargo Bank, National Association, as Trustee (the "Trustee"); (3) the Loan Agreement, <br />dated as of , 2013 (the "Loan Agreement"), between the Issuer and the Borrower; (4) <br />the Mortgage, Security Agreement, and Assignment of Rents dated as of , 2013 <br />between the Issuer and the Borrower (the "Mortgage"); (5) the Lease Agreement dated as of <br />, 2013 (the "Lease") between the Borrower and the School; (6) the Assignment of <br />Lease dated as of , 2013 (the "Lease Assignment") from the Borrower to the <br />Trustee; (7) the Tax Regulatory Agreement dated as of , 2013 (the "Tax Regulatory <br />Agreement") between the Issuer, the Trustee, the Borrower, and the School; (8) the Pledge and <br />Covenant Agreement dated as of , 2013 (the "Pledge Agreement") from the School <br />to the Trustee; (9) the Continuing Disclosure Agreement dated as of , 2013 (the <br />C-1 <br />