02-28-2013 Council Agenda - Laserfiche WebLink

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March , 2013 City of Little Canada, Minnesota BankCherokee 515 Little Canada Road East 607 S. Smith Ave. Little Canada, Minnesota 55117-1600 St. Paul, MN 55107 St. John's Church of Little Canada, Minnesota 380 Little Canada Road East Little Canada, Minnesota 55117-1699 FIRST AMENDMENT TO EDUCATIONAL FACILITIES REVENUE NOTE SERIES 2007 (ST. JOHN THE EVANGELIST SCHOOL PROJECT) OF THE CITY OF LITTLE CANADA, MINNESOTA We have acted as bond counsel in connection with the amendment by the City of Little Canada, Minnesota (the "City ") of its $1,800,000 Educational Facilities Revenue Note, Series 2007 (St. John's Lutheran School Project), bearing a date of original issue of December 20, 2007 (the "Note "). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. We have examined (1) the Note, as amended by a First Amendment to Note dated March , 2013 (the "Note Amendment "); (2) a certain Loan Agreement, dated December 20, 2007 (the "Loan Agreement "), between the City and St. John's Church of Little Canada, Minnesota (the "Borrower "), as amended by a First Amendment to Loan Agreement dated March _, 2013 (the "Loan Agreement Amendment "); (3) a certain Pledge Agreement, dated December 20, 2007 (the "Pledge Agreement "), between the City and BankCherokee, the original purchaser of the Note (the "Purchaser "); (4) a certain Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated December 20, 2007 (the "Mortgage "), from the Borrower to the Lender as amended by a First Amendment to Mortgage dated March _, 2013 (the "Mortgage Amendment "); and (5) the law and such certified proceedings and other documents as we deem necessary to render this opinion. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of any disclosure or offering material relating to the Note, and we express no opinion relating thereto. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. We have also examined a certified copy of a certain resolution adopted by the governing body of the City on February 28, 2013 in authorizing the amendment of the Note. 5216662v1 27