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PROPOSED FORM OF LEGAL OPINION Offices in 470 U.S. Bank Plaza Kennedy 200 South Sixth Street Minneapolis Minneapolis MN 55402 Saint Paul (612) 337 -9300 telephone Graven (612) 337 -9310 fax V l `, Y ell St. Cloud http: / /www.kennedy- graven.com Affirmative Action Equal Opportunity Employer CHARTERED General Obligation Improvement and Utility Revenue Refunding Bonds, Series 2010A City of Lino Lakes Anoka County, Minnesota APPENDIX I We have acted as bond counsel to the City of Lino Lakes, Anoka County, Minnesota (the "Issuer ") in connection with the issuance by the Issuer of its General Obligation Improvement and Utility Revenue Refunding Bonds, Series 2010A (the "Bonds "), originally dated as of June 1, 2010, 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 in part from special assessments levied or to be levied on property specially benefited by local improvements and in part from revenues of the water utility system of the Issuer, 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. Interest on the Bonds is excludable from gross income of the recipient for federal income tax purposes and, to the same extent, is excludable from taxable net income of individuals, trusts, and estates for Minnesota income tax purposes, and is not a preference item for purposes of the computation of the federal alternative minimum tax, or the computation of the Minnesota alternative minimum tax imposed on individuals, trusts and estates. However, such interest is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. The opinion set forth in this paragraph is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, 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 has 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 no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein. 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 , 2010 at Minneapolis, Minnesota. I -1