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I-5 no opinion regarding other federal or state tax consequences arising with respect to ownership of the Bonds or caused by the receipt or accrual of interest thereon. In rendering the foregoing opinion, we have relied upon (i) representations of the YMCA as to the application of the proceeds of the Bonds and the nature, use, cost, and economic life of the facilities refinanced with the proceeds of the Bonds; and (ii) the opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A., Minneapolis, Minnesota, as counsel for the YMCA, that the YMCA has been duly incorporated as a Minnesota nonprofit corporation and is in good standing under the laws of the State of Minnesota, that the YMCA is an organization described in Section 501(c)(3) of the Code and is exempt from federal income taxation under Section 501(a) of the Code, and that no substantial portion of the facilities refinanced with the proceeds of the Bonds are to be used in an unrelated trade or business activity of the YMCA. 4. The rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditor’s rights generally and by equitable principles, whether considered at law or in equity. We have not been asked and have not undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds, and accordingly we express no opinion with respect thereto. This opinion is given as of the date hereof and we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Dated November 23, 2016 at Minneapolis, Minnesota.