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EXHIBIT C Form of Opinion of Counsel City of Little Canada 515 Little Canada Road Little Canada, Minnesota 55117 -1600 Re: Development Agreement by and between the Economic Develonment Anthori of the City of Little Canada, Minnesota and The Lodge at Little Canada LLC Gentlemen: As counsel for The Lodge at Little Canada LLC (the "Developer ") and in connection with the execution and delivery of a development agreement (the "Development Agreement ") and a purchase agreement (the "Purchase Agreement ") between the Developer and the Economic Development Authority of the City of Little Canada, Minnesota (the "City "), dated as of , 2002 we hereby render the following opinion: I have examined the original, certified copy or copies otherwise identified to our satisfaction as being true copies of the following: (go (a) The Developer's Articles of Organization and Bylaws (or Member Control Agreement); ( _ (b)-Resolution of the Developer which authorizes the transactions covered by this opinion; (D (c) -The Development Agreement; ( (d) The Purchase Agreement; and such other documents and records as I have deemed relevant and necessary as a basis for the opinion set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as I have deemed appropriate, I am of the opinion that: I. The Developer has been duly organized and is validly existing as a limited liability company under the laws of the State of Minnesota and is qualified to do business in the State of Minnesota. The Developer has full power and authority to execute, deliver and perform in full the Development Agreement and the Purchase Agreement (collectively, the "Agreements ") and the Agreements have been duly and validly authorized, executed and delivered by the Developer and, assuming due authorization, execution and delivery by the other party thereto, are in full force and effect. 1428086vdoc Red (V8 to V7) C -1