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

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arnendcd (the "Code") and are exempt from federal income taxation under Section 501(a) of the Code; (ii) subject to the qualifications set forth in such opinion, the Loan Agreement and the Tax Regulatory Agreement have been duly authorized, executed, and delivered by the Company and the School and constitute valid and binding obligations of the Company and the School enforceable in accordance with their respective terms, and (iii) to the best of his knowledge after reasonable investigation consisting of interviews with officers of the Company and the School most likely to have relevant information as of the date hereof no portion of the facilities to be financed with the proceeds of the Series 2013 Bonds is or will be used by the Company or the School in or for any unrelated trade or business of the Company or the School, as the case may be, determined by applying Section 513 of the Code. Based upon such examinations, and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such documents, and the accuracy of the statements of fact contained in such documents, and based upon present Minnesota and Federal laws (which excludes any pending legislation which may have a retroactive effect prior to the date hereof), regulations, rulings, and judicial or other decisions, it is our opinion that: (1) The Issuer is a body corporate and politic organized and existing under the laws of the State of Minnesota and is authorized under the Act to issue the Series 2013 Bonds, to loan the proceeds thereof to the Company under the terms of the Loan Agreement to finance or refinance the acquisition, construction, and equipping of the Schoolhouse (as defined in the Indenture), and to pledge and grant to the Trustee a security interest in all of its right, title, and interest in the Loan Agreement (except for certain rights to payment of fees, indemnification, and reimbursement of expenses), including payments which are required to be made thereunder, and the other revenues and funds held pursuant to the Indenture. (2) The Issuer has complied with all applicable provisions of the laws of the State of Minnesota, including the Act, and has full power and authority to execute and deliver the Series 2013 Bonds, the Loan Agreement, the Indenture, and the other documents to which it is a party (collectively, the "Issuer Documents"), and to carry out the terms thereof. (3) The Issuer Documents have been duly and validly authorized, executed, and delivered by the Issuer and, assuming due authorization and execution by the other parties thereto, arc valid instruments legally binding on the Issuer and legally enforceable in accordance with their terms, except to the extent that enforceability of the indemnification provisions in the Loan Agreement is limited by state and federal securities laws. (4) The Series 2013 Bonds have been duly and validly authorized, executed, and delivered by the Issuer, and are valid and binding special, limited obligations of the Issuer secured by and entitled to the benefits provided by the Indenture, enforceable in accordance with their terms and the terms of the Indenture. The Series 2013 Bonds are not general or moral obligations or indebtedness of the Issuer within the meaning of any constitutional or statutory limitation and do not constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers, but are payable solely from revenues derived from the Loan Agreement and the other documents executed and delivered by the Company and documents executed and delivered by the School in connection with the issuance of the Series 2013 Bonds. By the Indenture, the Issuer has validly pledged and assigned to the Trustee and F-1