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I-4 $____________ City of Lino Lakes, Minnesota General Obligation Tax Abatement Refunding Bonds Series 2016C We have acted as bond counsel to the City of Lino Lakes, Minnesota (the “Issuer”) in connection with the issuance by the Issuer of its General Obligation Tax Abatement Refunding Bonds, Series 2016C (the “Bonds”), originally dated November 23, 2016, and issued in the original aggregate principal amount of $___________. In such capacity and for the purpose of rendering this opinion we have examined certified copies of certain proceedings, certifications and other documents, and applicable laws as we have deemed necessary. Regarding questions of fact material to this opinion, we have relied on certified proceedings and other certifications of public officials and other documents furnished to us without undertaking to verify the same by independent investigation. Under existing laws, regulations, rulings and decisions in effect on the date hereof, and based on the foregoing we are of the opinion that: 1. The Bonds have been duly authorized and executed, and are valid and binding general obligations of the Issuer, enforceable in accordance with their terms. 2. The principal of and interest on the Bonds are payable primarily from tax abatement revenues, but if necessary for the payment thereof ad valorem taxes are required by law to be levied on all taxable property of the Issuer, which taxes are not subject to any limitation as to rate or amount. 3. The Bonds are “private activity bonds” within the meaning of Section 141(a) of the Internal Revenue Code of 1986, as amended (the “Code”), but bear interest not includable in gross income for purposes of federal income taxation under Section 103(a) of the Code, pursuant to the exemption for “qualified 501(c)(3) bonds” provided in Section 145 of the Code. Interest on the Bonds is not includable in the net taxable income of individuals, trusts, or estates for State of Minnesota income tax purposes. Interest on the Bonds is not an item of tax preference includable in “alternative minimum taxable income” for purposes of the federal alternative minimum tax imposed on individuals and corporations and the Minnesota alternative minimum tax applicable to individuals, estates, and trusts. Interest on the Bonds is taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on certain corporations and is subject to the State of Minnesota franchise tax imposed on corporations and financial institutions. The opinion set forth in this paragraph is subject to the condition that the Issuer and the Young Men’s Christian Association of the Greater Twin Cities, a Minnesota nonprofit corporation doing business as the YMCA of the Greater Twin Cities and successor-in-interest to the YMCA of Greater Saint Paul (the “YMCA”), comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes and from taxable net income for Minnesota income tax purposes. The Issuer and the YMCA have covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes and taxable net income for Minnesota income tax purposes retroactively to the date of issuance of the Bonds. We express