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APPENDIX F
<br />FORMS OF BOND COUNSEL OPINIONS
<br />S11,180,000*
<br />Housing and Redevelopment Authority
<br />of the City of Ramsey, Minnesota
<br />Lease Revenue Refunding Bonds
<br />(PACT CHARTER SCHOOL PROJECT)
<br />Series 2013A
<br />*
<br />Housing and Redevelopment Authority
<br />of the City of Ramsey, Minnesota
<br />Taxable Lease Revenue Refunding Bonds
<br />(PACT CHARTER SCHOOL PROJECT)
<br />Series 2013E
<br />We have acted as Bond Counsel in connection with the issuance by the PCS Building
<br />Company, a body corporate and politic organized and existing under the laws of the State of
<br />Minnesota (the "Issuer"), of its Lease Revenue Refunding Bonds (PACT Charter School
<br />Project), Series 2013A (the "Series 2013A Bonds"), in the aggregate principal amount of
<br />$11,180,000*, and its Taxable Lease Revenue Refunding Bonds (PACT Charter School Project),
<br />Series 2013B (the "Series 2013B Bonds"), in the aggregate principal amount of $ *. The
<br />Series 2013A Bonds and the Series 2013B Bonds (collectively, the "Series 2013 Bonds") and the
<br />Indenture (defined below) establish the terms of the Series 2013 Bonds, including the maturity
<br />dates, the principal amounts for each maturity date, the interest rate per annum for each maturity
<br />date, and the terms of mandatory and optional redemption prior to maturity.
<br />In connection with the issuance of the Series 2013 Bonds, we have examined: (i) a
<br />certified copy of the Resolution adopted by the Issuer on May 22, 2013, in connection with the
<br />issuance of the Series 2013 Bonds pursuant to and under the provisions of Minnesota Statutes,
<br />Sections 469.152-469.1655, as amended (the "Act"); (ii) an executed counterpart of an Indenture
<br />of Trust, dated as of 1, 2013 (the "Indenture"), between the Issuer and Wells Fargo
<br />Bank, National Association (the "Trustee"); (iii) an executed counterpart of a Loan Agreement,
<br />dated as of 1, 2013 (the "Loan Agreement"), between the Issuer and PCS Building
<br />Company, a Minnesota nonprofit corporation (the "Company"); (iv) an executed counterpart of a
<br />Tax Regulatory Agreement, dated as of 1, 2013, between the Company, PACT Charter
<br />School, a Minnesota nonprofit corporation (the "School"), and the Trustee; (iv) an executed
<br />counterpart of a Escrow Agreement. dated as of 1, 2013, between the Company, and the
<br />escrow agent; (v) forms of the Series 2013 Bonds; (vi) an opinion of even date herewith of John
<br />Cairns Law, P.A., Minneapolis, Minnesota, as counsel to the Company and the School; and (vii)
<br />such other documents as we deemed relevant and necessary in rendering this opinion.
<br />As to questions of fact material to our opinion, we have relied upon certified proceedings,
<br />documents, and certificates furnished to us by public officials and officials of the Company, the
<br />School, the Trustee, and the Issuer, without undertaking to verify such facts by independent
<br />investigation. We have relied upon the opinion of John Cairns Law, P.A., of even date herewith,
<br />to the effect that, among other things: (i) the Company and the School are nonprofit corporations
<br />and organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
<br />F-1
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