08-13-2003 Council Agenda - Laserfiche WebLink

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EXHIBIT E FORM OF LEGAL OPINION OF DEVELOPER'S COUNSEL City of Little Canada 515 Little Canada Road Little Canada, Minnesota 55117-1600 Re: Development Agreement by and between the City of Little Canada, Minnesota and International Union of Painters and Allied Trades Council 82 Building Corporation, Inc. Gentlemen: As counsel for International Union of Painters and Allied Trades Council 82 Building Corporation, Inc. (the "Developer ") and in connection with the execution and delivery of a certain Development Agreement (the "Development Agreement ") between the Developer and the City of Little Canada, Minnesota (the "City "), dated as of August 13, 2003 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: (a) The Articles of Incorporation and Bylaws of the Developer; (b) Resolution of the Developer which authorizes the transactions covered by this opinion; (c) The Development Agreement; and 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: 1. The Developer has been duly organized and is validly existing as a corporation 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 Development Agreement has been duly and validly authorized, executed and delivered by the Developer and, assuming due authorization, execution and delivery by the other party thereto, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other taws relating to or affecting creditor's rights generally and general principles of equity. 2. The consummation of the transactions contemplated by the Development Agreement by the Developer and the carrying out of the terms thereof, will not result in violation 1549292v2 r43