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

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"Continuing Disclosure Agreement") between the Borrower, the School, and the Trustee; (10) certificates and affidavits of representatives of the Issuer, the Borrower, the School, and other public officials. We have also reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. For purposes of this opinion, "Documents" means the documents listed in (1) through (10) above. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Borrower or the School, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to my opinions, we have relied upon the representations made in the Bond Purchase Agreement and the Loan Agreement and upon certificates of officers of the Borrower, the School, the Issuer, and of other public officials (including, without limitation, those certificates delivered to others at the Closing). Our opinions expressed below as to certain factual matters are qualified as being limited "to my knowledge" or by other words to the same or similar effect. Such words, as used herein, mean the information known to us in connection with the transactions contemplated by the Bond Purchase Agreement and the Loan Agreement. In rendering such opinions, we have conducted no review of documents in our files relating to any other matters in which we have represented the Borrower and the School. Based on the foregoing, we are of the opinion that: 1. The Borrower is validly existing in good standing as a nonprofit corporation under the laws of the State of Minnesota. 2. The School is validly existing in good standing as a non-profit corporation under the laws of the State of and is qualified to do business in Minnesota. 3. The Borrower is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), is exempt from federal income taxation under Section 501(a) of the Code. To the best of my knowledge, after reasonable investigation consisting of interviews with officers of the Borrower most likely to have relevant information, the Borrower has not declared and has not been determined to have any "unrelated business taxable income" as defined in Section 512 of the Internal Revenue Code arising out of the ownership, use or operation of the property to be financed or refinanced with the Bonds and the Borrower has no "unrelated business taxable income" from any source which could have a material adverse effect on its status as an organization described in Section 501(c)(3) of the Internal Revenue Code or its exemption from federal income taxation under Section 501(a) of the Internal Revenue Code or which, if such income were subject to federal income taxation, C-2