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duly incorporated as a Minnesota nonprofit corporation and is in good standing under the laws of the State of <br />Minnesota, that the YMCA is an organization described in Section 501(c)(3) of the Code and is exempt from federal <br />income taxation under Section 501(a) of the Code, and that no substantial portion of the facilities financed with the <br />proceeds of the Bonds are to be used in an unrelated trade or business activity of the YMCA. <br />4.The rights of the owners of the Bonds and the enforceability of the Bonds may be limited by <br />bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditor's rights generally <br />and by equitable principles, whether considered at law or in equity. <br />We have not been asked and have not undertaken to review the accuracy, completeness or sufficiency of <br />the Official Statement or other offering material relating to the Bonds, and accordingly we express no opinion <br />with respect thereto. <br />This opinion is given as of the date hereof, and we assume no obligation to update, revise, or <br />supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any <br />changes in law that may hereafter occur. <br />Dated , 2006 at Minneapolis, Minnesota. <br />