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BRIGGS AND MORGAN <br />2200 FIRST NATIONAL BANK BUILDING <br />332 MINNESOTA STREET <br />SAINT PAUL, MINNESOTA 55101 <br />TELEPHONE (651) 805 -6600 <br />FACSIMILE (651) 808 -6450 <br />• PROFESSIONAL ASSOCIATION <br />16, 2004 <br />VIA EMAIL ( joeL hanson@ci.little- canadmmn.us) <br />Joel Hanson <br />City Administrator <br />Little Canada City Hall <br />515 Little Canada Road East <br />St. Paul, MN 55117-1633 <br />VIA EMAIL (sfedie@tefbanlc. com) <br />TCF National Bank <br />801 Marquette Avenue <br />Minneapolis, MN 55402 <br />Attention: Scott Fedie <br />WRITERS DIRECT DIAL <br />(651) 808 -6564 <br />WRITER'S E-MAIL <br />tbray @briggs.com <br />Subject: Economic Development Authority of the City of Little Canada/TCF <br />National Bank <br />Dear Mr. Scott Fedie and Mr. Joel Hanson: <br />Briggs and Morgan, P.A. has represented and continues to represent the Economic Development <br />Authority of the City of Little Canada, Minnesota on various matters including, but not limited <br />to, the negotiation of a Development Agreement between the Economic Development Authority <br />of the City of Little Canada and The Villas at Little Canada and related documents referenced in <br />that Development Agreement. Legal counsel for The Villas at Little Canada LLC has submitted <br />a draft EDA Subordination Agreement to us for review on behalf of the EDA. Members of this <br />firm have represented and continue to represent TCF in various matters unrelated to this <br />transaction, and we have advised counsel for The Villas at Little Canada LLC, the EDA and <br />counsel for TCF National Bank of that fact. <br />Relevant portions of the Minnesota Rules of Professional Conduct preclude our firm from <br />concurrently representing clients with adverse interests, even where the matters are unrelated in <br />subject matter, except where both clients consent after full disclosure, In addition, the firm must <br />reasonably believe that the concurrent representation will not adversely affect its relationship <br />with either client. <br />627311v1 <br />MINNEAPOLIS OFFICE • IDS C:-§-772 • WWW.BRIGGS.COM <br />MEMBER - LEX MUNDI, A GLOBAL ASSOCIATION OF INDEPENDENT LAW FIRMS <br />