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

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12. The execution and delivery of the Documents and the Pledge Agreement will not violate or conflict with the Articles of Incorporation or Bylaws of the Borrower or the Articles of Incorporation or Bylaws of the School or any organizational document or proceeding organizing or establishing the Borrower or the School or any agreement or instrument known to us to which the Borrower or the School is a party or by which the Borrower or the School is bound. 13. The execution and delivery of the Documents and the Pledge Agreement and the sale and issuance of the Bonds will not, to our knowledge, violate any rule or regulation applicable to the Borrower or the School, of any governmental authority or regulatory body of the United States or the State of Minnesota, or any judgment, order or decree known to me and applicable to the Borrower or the School of any court, governmental authority or arbitrator (except for federal and state securities laws and antitrust laws, as to which we express no opinion). 14. To our knowledge, no consent, approval, authorization or order of, and no notice to or fling with, any governmental agency or body or any court is required to be obtained or made by the Borrower and the School for the sale and issuance of the Bonds pursuant to the Bond Purchase Agreement, except such as have been obtained or made and such as may be required under state securities or blue sky laws. 15. We know of no pending or overtly threatened lawsuits or claims against the Borrower or the School with respect to the issuance and sale of the Bonds pursuant to the Bond Purchase Agreement or which would adversely affect the validity of or security for the Bonds, the Indenture or any of the Documents. 16. We have not verified the information contained in the Official Statement, dated , 2013, relating to the Bonds (the "Official Statement"), or in the Appendices thereto, and we do not assume any responsibility for the accuracy, completeness or fairness of any statements contained in the Official Statement or the Appendices thereto and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements. Based upon our experience as counsel to the Borrower and the School and participation in the preparation of the Official Statement, however, nothing has come to our attention that would cause me to believe that the descriptions of the Lease and the information contained in the Official Statement under the captions "SUMMARY INFORMATION," "INTRODUCTORY STATEMENT," "BONDHOLDERS' RISKS," "THE COMPANY," "THE SCHOOL," "THE PROJECT," "SOURCES AND USES OF FUNDS," "LITIGATION (as it relates to the Borrower and the School)," Appendix A: "THE COMPANY, THE SCHOOL, AND THE PROJECT," Appendix D: "CHARTER AGREEMENT WITHOUT EXHIBITS," Appendix E: "THE LEASE" and "THE PLEDGE AGREEMENT" (except with respect to the financial statements and other financial and statistical data included therein, as to which we make no comment) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in Light of the circumstances under which they are made, not misleading. 17. The distribution of the Official Statement has been duly approved by the Borrower and the School, and the Borrower and the School have duly executed and delivered the Official Statement. Such approval, execution, and delivery were duly authorized. C-4