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BRIGGS&MORGAN Fax:6512236645 Dec 11 '98 17:09 P.47 EXHIBIT D FORM OF LEGAL OPINION OF DEVELOPER'S COUNSEL • • City of Mounds View 2401 Highway 10 Mounds View, Minnesota 55112-1499 Re: Development Agreement by and between the City of Mounds View, Minnesota and Gentlemen: As counsel for , a (the "Developer") and in connection with the execution and delivery of a certain Development Agreement (the "Development Agreement") between the Developer and the City of Mounds View, Minnesota (the "City") , dated as of . , 1998 we hereby render the following opinion: I have examined the original, certified copy or copies otherwise identified to our satisfaction as being true copies of the following: (a) The Articles of Incorporation and Bylaws of the Developer; (b) Resolution of the Developer which authorizes the transactions covered by this opinion; (c) The Development Agreement; and and such other documents and records as I have deemed relevant and necessary as a basis for the opinion set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as I have deemed appropriate, I am of the opinion that: 1 . The Developer has been duly organized and is validly existing as a under the laws of the State of The Developer has full power and authority to execute, deliver and perform in full the Development Agreement and the Development Agreement has been duly and validly authorized, executed and delivered by the Developer and, assuming due authorization, execution and delivery by the other party thereto, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, 964314.Red V2 to v2; 12/11/98 D-1