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06/04/97 15:00 FAX 7855699 NSC 2006/016 <br /> • <br /> • <br /> • Based on a reasonable investigation of the facts and examination of the Master Agreement,First <br /> Amendment to Master Agreement and the Resolution,I am of the opinion that: <br /> 1. The City is a municipal corporation of the State of Minnesota duly existing under its <br /> charter,the constitution and the laws of the State of Minnesota. <br /> 2. The Master Agreement and First Amendment to Master Agreement have been duly executed <br /> and delivered and assuming due execution by the other parties thereto are a legal,valid and <br /> binding obligation of the City enforceable in accordance with their,terms. <br /> 3. The proceedings and actions taken by the City in connection with the adoption of the <br /> Resolution and the execution and delivery of the Master Agreement and First Amendment <br /> to Master Agreementwere duly conducted in accordance with applicable procedural <br /> requirements imposed by law and the officials of theCity named in and executing the <br /> Master Agreement and First Amendment to Master Agreement were duly appointed or <br /> elected andqualified to serve in that capacity on the date hereof. <br /> 4. To the best of my knowledge,there does not exist any action,suit,proceeding of <br /> investigation pending or threatened that if determined adversely to the City,would have <br /> an adverse material effect on(i)the financial status of the City,(ii)the ability of the City <br /> to perform its obligation under the Master Agreement or Fust Amendment to Master <br /> Agreement or(iii)the transaction§contemplated by the Master Agreement as amended. <br /> S. The City has complied with all provisions of its charter,'constitution and the Iaws of the <br /> • State of Minnesota and other applicable laws in the adoption of the Resolution and the <br /> execution of the Master Agreement and the Fust Amendment to Master Agreement and has <br /> full power and authority to execute,deliver and perform its obligation under the Master <br /> Agreement, as amended. <br /> The opinion set forth in paragaph number 2 above are subject to the effect of any applicable <br /> bankruptcy,insolvency,fraudulent transfer,reorganization,moratorium or other similar laws of <br /> general application affecting creditors'rights. <br /> Sincerely, <br /> • <br /> • <br />