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Bonds,the Loan Agreement,the Bond Purchase Agreement,and the Indenture,assuming due authorization
<br /> and execution by the other parties thereto, are valid and legally binding on the Issuer, enforceable against
<br /> the Issuer in accordance with their respective terms. Dorsey&Whitney LLP, Minneapolis, Minnesota, as
<br /> counsel to the Company and the Charter School, will deliver its opinion that the Loan Agreement, THE
<br /> Disbursing Agreement, the Tax Certificate, the Tax Regulatory Agreement, the Mortgage, the SNDA, the
<br /> Leases, the Assignment of Lease, the Bond Purchase Agreement, and the Continuing Disclosure
<br /> Agreement, are valid and legally binding agreements of the Company each enforceable in accordance with
<br /> their respective terms, and that the Leases, the Bond Purchase Agreement, the Continuing Disclosure
<br /> Agreement, the Tax Certificate, the Tax Regulatory Agreement, the Account Control Agreement,
<br /> Intercreditor Agreement,the SNDA and the Pledge Agreement are valid and legally binding agreements of
<br /> the Charter School,each enforceable in accordance with their respective terms. The foregoing opinions will
<br /> be generally qualified to the extent that the enforceability of the respective instruments may be limited by
<br /> laws,decisions and equitable principles affecting remedies and by bankruptcy or insolvency or other laws,
<br /> decisions and equitable principles affecting creditors' rights generally. While the Series 2022 Bonds are
<br /> secured or payable pursuant to the Indenture,the Loan Agreement,the Mortgage,the Leases,and the Pledge
<br /> Agreement,the practical realization of payment from any security will depend upon the exercise of various
<br /> remedies specified in the respective instruments. These and other remedies are dependent in many respects
<br /> upon judicial action, which is subject to discretion and delay. Accordingly, the remedies specified in the
<br /> above documents may not be readily available or may be limited.
<br /> LEGAL MATTERS
<br /> Legal matters incident to the issuance and sale of the Series 2022 Bonds and with regard to the tax-
<br /> exempt status of interest on the Series 2022A Bonds under existing laws are subject to the legal opinion of
<br /> Taft Stettinius & Hollister LLP Minneapolis, Minnesota, as Bond Counsel. Certain other legal matters in
<br /> connection with the Series 2022 Bonds will be passed on for the Underwriter by its counsel,Ballard Spahr
<br /> LLP, Minneapolis, Minnesota, and for the Company and the Charter School by their counsel, Dorsey &
<br /> Whitney LLP, in Minneapolis,Minnesota.
<br /> RELATIONSHIPS AMONG THE PARTIES
<br /> In connection with the issuance of the Series 2022 Bonds, the Issuer, the Company, the Charter
<br /> School, and the Underwriter are being represented by the attorneys or law firms identified above under the
<br /> heading "LEGAL MATTERS" and Taft Stettinius & Hollister LLP is acting as Bond Counsel. In other
<br /> transactions not related to the Series 2022 Bonds, each of these attorneys or law firms may have acted as
<br /> Bond Counsel or Disclosure Counsel or represented the Issuer, the Company, the Charter School, or the
<br /> Underwriter or their affiliates, in capacities different from those described under "LEGAL MATTERS,"
<br /> and there will be no limitations imposed as a result of the issuance of the Series 2022 Bonds on the ability
<br /> of any of these firms or attorneys to act as Bond Counsel or Disclosure Counsel or represent any of these
<br /> parties in any future transactions. Potential purchasers of the Series 2022 Bonds should not assume that the
<br /> Issuer, the Company, the Charter School and the Underwriter or their respective counsel or Bond Counsel
<br /> or Disclosure Counsel have not previously engaged in or will not after the issuance of the Series 2022
<br /> Bonds engage in,other transactions with each other or with any affiliates of any of them,and no assurances
<br /> can be given that there are or will be no past or future relationship or transactions between or among any
<br /> of these parties or these attorneys or law firms.
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