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DORSEY & WHITNEY Mr. Michael Morrison January 3, 1995 Page 2 income for State of Minnesota income tax purposes (subject to certain limitations which may be expressed in the opinion). The bond counsel opinion will be executed and delivered by us on the closing date and will be based on facts and law existing as of its date. Upon delivery of the opinion, our responsibilities as bond counsel will be concluded with respect to this financing, unless specifically engaged by the City to perform additional work relating to the Bonds. In performing our services as bond counsel, our client will be the City and we will represent its interests. We will not represent any other party in this financing. It is our understanding the City has engaged Springsted.Incorporated as financial advisor for the Bonds. Consequently, unless otherwise specifically requested, we will not assume a role as bond counsel in the financial planning and structuring of the bond issue. We further understand the City, with assistance from • the financial advisor, will prepare an Official Statement in connection with the sale of the Bonds. As bond counsel, we understand our responsibility with respect to the Official Statement will include the preparation or review of any description in the Official Statement of State of Minnesota and federal law pertinent to the validity of the Bonds and the tax treatment of interest paid thereon, the terms of the Bonds, and our opinion, but the City and financial advisor will assume responsibility for the preparation and accuracy of the remaining portions of the Official Statement, including the financial information therein. Based upon: (i) our current understanding of the terms, structure, size and schedule of the financing, (ii) the duties we will undertake pursuant to this letter, (iii) the time we anticipate devoting to the financing, and (iv) the responsibilities we assume, we estimate that our fee as bond counsel will be approximately $3,000. Since the Bonds have not yet been marketed, the actual purchaser of the Bonds (the "Purchaser") cannot be identified at this time. We wish to point out that it is highly likely that the eventual Purchaser will be a broker-dealer or other financial institution who has been or is a client of this office with respect to matters other than the proposed bond issue of the City. Under applicable ethics rules, we do not believe our representation of the City will be either (A) materially limited by the Purchaser being our client on other matters or (B) "directly adverse" to the • Purchaser under these circumstances since (i) the terms of the bond offering, Official