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

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EXHIBIT D TO THE BOND PURCHASE AGREEMENT Form of Opinion of Counsel to the Underwriter , 2013 Dougherty & Company LLC 90 South Seventh Street, Suite 4300 Minneapolis, MN 55402-4115 Re: $ City of Ramsey, Minnesota Charter School Lease Revenue Bonds (PACT Charter School Project), Series 2013A and $ City of Ramsey, Minnesota Taxable Charter School Lease Revenue Bonds (PACT Charter School Project), Series 2013E (collectively, the "Bonds") Ladies and Gentlemen: We have acted as counsel to Dougherty & Company LLC (the "Underwriter") in connection with that certain Bond Purchase Agreement, dated , 2013 between and among the City of Ramsey, Minnesota, PCS Building Company, PACT Charter School and the Underwriter (the "Bond Purchase Agreement") relating to the issuance and sale by the City of Ramsey, Minnesota (the "Issuer") of the captioned bonds (the "Bonds"), and the placement thereof by the Underwriter pursuant to the Bond Purchase Agreement. Capitalized terms defined in the Bond Purchase Agreement, and not otherwise defined herein, are used in this opinion with the meanings assigned to them in the Bond Purchase Agreement. We have examined executed counterparts of the Bond Purchase Agreement, the Indenture, the Loan Agreement, the Mortgage, the Continuing Disclosure Agreement, the Tax Regulatory Agreement, the Pledge Agreement, the Lease, and the Resolution adopted by the Issuer on January 23, 2013 authorizing, among other things, the issuance and sale of the Bonds. We have also examined the originals, or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates of public officials and other persons, and other materials as we have deemed necessary or advisable for purposes of this opinion, including documents relating to the authorization, execution, and delivery of the Bond Purchase Agreement and the other above -mentioned documents. As to various matters of fact material to such opinion, we have, when such facts were not independently established, relied to the extent we deem such reliance proper on certificates of the Issuer, the Borrower, the School, and public officials. We have assumed that all signatures on executed documents are genuine, that all certified copies conform to the originals, and that all certificates containing relevant facts are correct. We do not express any opinion herein concerning any law other than the laws of the State of Minnesota and the federal laws of the United States of America. We have participated in conferences at which the Official Statement was discussed. We have generally reviewed and discussed with the Underwriter, Bond Counsel, the officers of the D-1