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DORSEY & WHITNEY LLP • MINNEAPOLIS PILLSBURY CENTER SOUTH NEW YORK WASHINGTON,D.C. 220 SOUTH SIXTH STREET DENVER LONDON MINNEAPOLIS, MINNESOTA 55402-1498 SEATTLE BRUSSELS TELEPHONE: (612) 340-2600 HONG KONG FARCO FAX: (612) 340-2868 DES MOINES BILLINGS ROCHESTER MISSOULA COSTA MESA GREAT FALLS City of St. Anthony St. Anthony, Minnesota Re: $725,000 General Obligation Improvement Bonds, Series 1998A City of St. Anthony, Hennepin and Ramsey Counties, Minnesota Ladies and Gentlemen: As Bond Counsel in connection with the authorization, issuance and sale by the City of St. Anthony, Hennepin and Ramsey Counties, Minnesota (the "City"), of its General Obligation Improvement Bonds, Series 1998A dated, as originally issued, as of April 1, 1998,in the total principal amount of$725,000 (the 'Bonds"),we have examined certified copies of certain proceedings taken, and certain affidavits and certificates furnished, by the City in the authorization, sale and issuance of the Bonds, including the form of the Bonds. As to questions of fact material to our opinion we have assumed the authenticity of and relied upon the proceedings, affidavits and certificates furnished to us without undertaking to verify the same by independent investigation. From our examination of such proceedings, affidavits and certificates, and based upon laws,regulations, rulings and decisions in effect on the date hereof,it is our opinion that: 1. The Bonds are valid and binding general obligations of the City enforceable in accordance with their terms. 2. The principal of and interest on the Bonds are payable from special assessments which the City has levied or agreed to levy on the property specially benefited by the improvements financed by the issuance of the Bonds and ad valorem taxes levied on all taxable property in the City, and, to any extent not so paid, from