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EXHIBIT E <br />FORM OF LEGAL OPINION OF DEVELOPER'S COUNSEL <br />City of Little Canada <br />515 Little Canada Road <br />Little Canada, Minnesota 55117-1600 <br />Re: Development Agreement by and between the City of Little Canada, Minnesota <br />and International Union of Painters and Allied Trades Council #82 <br />Gentlemen: <br />As counsel for International Union of Painters and Allied Trades Council #82 (the <br />"Developer") and in connection with the execution and delivery of a certain Development <br />Agreement (the "Development Agreement ") between the Developer and the City of Little <br />Canada, Minnesota (the "City "), dated as of July , 2003 we hereby render the following <br />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 Incorporation and Bylaws of the Developer; <br />(b) Resolution of the Developer which authorizes the transactions covered by <br />this opinion; <br />(c) <br />The 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. The Developer has been duly organized and is validly existing as a <br />under the laws of the State of Minnesota and is qualified to do business in the <br />State of Minnesota. The Developer has fill power and authority to execute, deliver and perform <br />in full the Development Agreement and the Development Agreement has been duly and validly <br />authorized, executed and delivered by the Developer and, assuming due authorization, execution <br />and delivery by the other party thereto, is in full force and effect and is a valid and legally <br />binding instrument of the Developer enforceable in accordance with its terms, except as the same <br />may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting <br />creditor's rights generally and general principles of equity. <br />2. The consummation of the transactions contemplated by the Development <br />Agreement by the Developer and the carrying out of the terms thereof, will not result in violation <br />of any material provision o1 or in material default under, the articles of organization and bylaws <br />I549292v1 <br />F <br />- 45 - <br />