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EXHIBIT D <br />FORM OF LEGAL OPINION OF DEVELOPERS COUNSEL <br />City of Little Canada <br />515 Little Canada Road <br />Little Canada, MN 55117-1600 <br />Re: Amendment to Development Agreement by and between the City of Little <br />Canada, Minnesota and RAB, L.L.C. <br />Gentlemen: <br />As counsel for RAB, L.L.C. (the "Developer ") and in connection with the execution and <br />delivery of a certain Amendment to Development Agreement (the "Amendment to Development <br />Agreement ") between the Developer and the City of Little Canada, Minnesota (the "City "), dated <br />as of we hereby render the following opinion: <br />I have examined the original, certified copy or copies otherwise identified to our <br />satisfaction as being true copies of the following: <br />(a) The Articles of Organization and Bylaws of the Developer; <br />(b) Resolution of the Developer which authorizes the transactions covered by this <br />opinion; <br />(c) The Amendment to Development Agreement; and <br />and such other documents and records as I have deemed relevant and necessary as a basis for the <br />opinion set forth herein. <br />Based on the pertinent law, the foregoing examination and such other inquiries as I have <br />deemed appropriate, I am of the opinion that: <br />1. Developer has been duly organized and is validly existing as a limited liability <br />company under the laws of the State of Minnesota and is qualified to do business in the State of <br />Minnesota. The Developer has full power and authority to execute, deliver and perform in full <br />the terms of the Amendment to Development Agreement and the Amendment to Development <br />Agreement has been duly and validly authorized, executed and delivered by the Developer and, <br />assuming due authorization, execution and delivery by the other party thereto, is in full force and <br />effect and is a valid and legally binding instrument of the Developer enforceable in accordance <br />with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or <br />other laws relative to or affecting creditor's rights generally and general principles of equity. <br />2. The consummation of the transactions contemplated by the Amendment to the <br />Development Agreement by the Developer and the carrying our of the teens thereof, will not <br />D -1 <br />- 1 4 - <br />