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The opinions set forth above are subject to the following qualifications and exceptions: <br />(a) Our opinions in paragraphs 8 and 10 above are subject to the effect of any <br />applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general <br />application affecting creditors' or secured creditors' rights, or the enforcement of creditors' or <br />secured creditors' rights against public corporations or instrumentalities thereof. <br />(b) Our opinions in paragraphs 8 and 10 above are subject to the effect of general <br />principles of equity, including (without limitation) concepts of materiality, reasonableness, good <br />faith and fair dealing, and other similar doctrines affecting the enforceability of agreements <br />generally (regardless of whether considered in a proceeding in equity or at law). <br />(c) Our opinions in paragraphs 8 and 10 above are subject to possible judicial action <br />giving effect to governmental actions or foreign laws affecting creditors' rights. <br />(d) Our opinions in paragraphs 8 and 10 above, insofar as they relate to <br />indemnification provisions, are subject to the effect of federal and state securities laws and <br />public policy relating thereto. <br />Our opinions expressed above are limited to the law of the State of Minnesota and the <br />federal laws of the United States of America. <br />We hereby consent to the reference to this letter on the cover of, and under "LEGAL <br />MATTERS" in, the Official Statement. <br />The foregoing opinions are being furnished to you solely for your benefit and may not be <br />relied upon by, nor may copies be delivered to, any other person without our prior written <br />consent. <br />Dated: , 2013_ <br />C-5 <br />Very truly yours, <br />