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by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditor's rights <br />generally 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 <br />sufficiency of the Official Statement or other offering material relating to the Bonds, and accordingly we <br />express no opinion 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 <br />any changes in law that may hereafter occur. <br />Dated May _, 2015 at Minneapolis, Minnesota. <br />I-2 <br />