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

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granted to the Trustee a security interest in all of its rights and interest in the Loan Agreement (except for certain rights of the Issuer to payment of fees, indemnification, and reimbursement of expenses), including payments that the Loan Agreement requires the Company to make to the Issuer in amounts and at times sufficient to pay the principal of, premium, if any, and interest on the Series 2013 Bonds as the same become due and payable; provided, however, we express no opinion as to the priority of such pledge, assignment, and security interest, or its effect against third parties. (5) Based on federal and Minnesota laws, as presently enacted and construed, interest on the Series 2013A Bonds is excluded from gross income for federal income tax purposes and is excluded, to the same extent, from taxable net income of individuals, estates, and trusts for State of Minnesota income tax purposes. Interest on the Series 2013A Bonds is included in taxable income of corporations and financial institutions for purposes of the Minnesota franchise tax. Interest on the Series 2013A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and the Minnesota alternative minimum tax applicable to individuals, estates, and trusts. However, interest on the Series 2013A Bonds is included in the adjusted current earnings of certain corporations for the purposes of the federal alternative minimum taxes imposed on corporations. The opinion set forth in this paragraph is subject to the condition that the Company and the School comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2013A Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with such requirements could cause the interest on the Series 2013A Bonds to be so included in gross and net taxable income retroactive to the date of issuance of the Series 2013A Bonds. The Company and the School have covenanted to comply with such requirements. We express no opinion regarding other federal or state tax consequences arising with respect to ownership of the Series 2013A Bonds or caused by the receipt or accrual of interest thereon. (6) Interest on the Series 2013B Bonds is included in gross income for federal income tax purposes and is included in taxable net income of individuals, estates, and trusts for State of Minnesota income tax purposes. It is understood that the rights of the owners of the Series 2013 Bonds and the enforceability of the Series 2013 Bonds, the Indenture, and the Loan Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable artd that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law or facts that may hereafter occur. Dated at Ramsey, Minnesota, 26, 2013. 4157181204369r1671383 r F-1