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EXHIBIT C <br />Form of Opinion of 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 Country Drive Investors, L.I:,.C.Investments, I..,LC <br />Gentlemen: <br />As counsel for County Drive Invest rs, L.L.C. Investments, LLC (the "Developer ") and in <br />connection with the execution and delivery of a certain Development Agreement (the <br />"Development Agreement ") between the Developer and the City of Little Canada, Minnesota <br />(the "City "), dated as of , 2001 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 (or Member Control Agreement) <br />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 limited <br />liability company under the laws of the State of Minnesota and is qualified to do business in the <br />State of Minnesota. The Developer has full 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 />1316916v1 <br />Page 71 <br />