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Error! Unknown document property name. Amendments to: $4,000,000 City of Mounds View, Minnesota Healthcare and Housing Facilities Revenue Refunding Note (Catholic Eldercare Project) Series 2014C We have acted as Bond Counsel to the City of Mounds View, Minnesota (the “Issuer”) in connection with the issuance and sale by the Issuer of its Healthcare and Housing Facilities Revenue Refunding Note, Series 2014C (the “Series 2014C Note”), dated December 18, 2014, in the original aggregate principal amount of $4,000,000, which is currently outstanding in the principal amount of $____________. The Series 2014C Note was purchased by Northeast Bank, a Minnesota banking and insurance corporation (the “Lender”). Proceeds of the Series 2014C Note were loaned by the Issuer to Catholic Eldercare, a Minnesota nonprofit corporation (the “Borrower”), pursuant to a Loan Agreement, dated as of December 1, 2014 (the “Loan Agreement”), between the Issuer and the Borrower. Capitalized terms used herein that are otherwise not defined have the meanings provided in the Loan Agreement. The Lender has subsequently agreed to amend certain provisions of the Series 2014C Note and documents executed in connection with the original issuance of the Series 2014C Note (collectively, the “Amendments”), including reducing the interest rate floor, reamortizing the Series 2014C Note, and extending the maturity date of the Series 2014C Note. We have advised the Issuer that the Amendments result in a significant modification of the Series 2014C Note and will cause a “reissuance” of the Series 2014C Note for tax purposes pursuant to Section 1.1001-3 of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”). For tax purposes, upon reissuance, the Series 2014C Note is treated as being refunded on the date such changes become effective. In connection with the Amendments, the Issuer has amended and restated the Series 2014C Note (the “Amended and Restated Series 2014C Note”). On the date hereof, the Amendments to the Series 2014C Note become effective, resulting in a reissuance of the Series 2014C Note for tax purposes pursuant to Section 1.1001-3 of the Treasury Regulations promulgated under the Code. We have reviewed such certificates and other documents as we have deemed necessary for the purpose of giving this opinion, including the Loan Agreement, the Amended and Restated Series 2014C Note, and the other documents related to the Amendments. Based on such review, it is our opinion that the reissuance of the Series 2014C Note on the date hereof will not adversely affect the exemption from federal income taxation of interest on the Series 2014C Note. Furthermore, it is our opinion that the execution and delivery of the Amended and Restated Series 2014C Note is in the interests of the Issuer. Dated December ___, 2021 at Minneapolis, Minnesota.