04-25-2018 Council Packet - Laserfiche WebLink

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LEGAL OPINION OF BORROWER'S AND GUARANTOR'S COUNSEL I have served as counsel for Dignicare Properties I, LLC (the "Borrower") and for Joel Larson (the "Guarantor") in connection with the execution and delivery of (1) a Note in the amount of $400,000made by the Borrower to the order of the Lender; (2) a Guaranty Agreement (the "Guaranty") from the Guarantor to the Lender; (3) a Pledge and Security Agreement from the Borrower and Guarantor to the Lender (Collateral Documents). Based upon a reasonable investigation of the facts, including examination of the Collateral Documents as well as the articles of organization of the Borrower Guarantor and such other documents as I deemed necessary as a basis for the opinions hereinafter expressed, I am of the opinion: 1. The Borrower is a limited liability company duly organized and in good standing existing under the laws of the State of Minnesota and has all requisite power and authority to execute, deliver and perform its obligations under the Collateral Documents. 2. Each of the Collateral Documents has been duly and validly authorized, executed and delivered by, and constitutes a valid, legal and binding agreement of the Borrower and the Guarantor with respect to the Collateral Documents to be executed by them, all enforceable in accordance with their terms except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and except the availability of the specific performance thereof or of injunctive relief is subject to equitable principles and the discretion of the court before which any proceedings may be brought. 3. No approval or prior review is required from any public regulatory body with respect to the Borrower or the Guarantor entering into or performing any of the Collateral Documents to which they are a party, except for such review and approval as has already occurred as of the date of this opinion. 4. The consummation of the transactions contemplated by the Collateral Documents and the fulfillment of the terms thereof will not conflict with any present order, rule, or regulation, applicable to the Borrower or the Guarantor, of any court or of any federal or state regulatory body or administrative agency or other governmental agency having jurisdiction over the Borrower or the Guarantor, or the real estate subject to the Mortgage. 5. To the best of my knowledge based on due inquiry, the entering into and performance of the Collateral Documents by the Borrower or the Guarantor have not and will not result in any breach of, or constitute a default under, any outstanding indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which the Borrower or the Guarantor is a party or by which either of them or their property may be bound. 6. To the best of my knowledge based on due inquiry, there is no litigation or other governmental proceedings pending or threatened in any way questioning the execution or validity of any of the Collateral Documents, and there is no litigation or other governmental proceedings pending, or to the best of my knowledge, threatened or contemplated, by which the Borrower or the Guarantor is or may be bound or to which any property of the Borrower or the 63