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s DORSEY 56 <br />00RSI Y R WNITNI- Y -LP <br />JEROME P. GILLIGAN <br />(612)340-2962 <br />Fax (612) 340-2643 <br />giliigan.jcr0mc n dO sey.c0m <br />May 1, 2008 <br />Mr. Michael Morrison <br />City Manager <br />City of St. Anthony <br />3301 Silver Lake Road <br />St. Anthony, MN 55418 <br />Re: Proposed Issuance of General Obligation Street <br />Reconstruction Bonds, Series 2008A <br />Dcar Mr. Morrison: <br />We understand from Bhlcis & Associates, Inc. that we will be working with you as bond <br />counsel in connection with the issuance of the above -referenced obligations (the "Bonds"). We <br />appreciate the opportunity to assist you in this financing. The purpose of this letter is to discuss <br />the parameters of our engagement as bond counsel. <br />Bond counsel is engaged to render an objective legal opinion with respect to the <br />authorization and issuance of the Bonds. As bond counsel, we will: examine applicable law; <br />prepare authorizing and operative resolutions and closing certificates; consult with the parties to <br />the transaction prior to the issuance of the Bonds; review certified proceedings and undertake <br />such additional duties as we deem necessary to render our approving opinion. Subject to the <br />completion of proceedings to our satisfaction, we will render our opinion that: <br />(1) the Bonds are valid and binding general obligations of the Issuer; and <br />(2) the interest paid on the Bonds will be excluded from gross income for <br />federal income tax purposes (subject to certain limitations which may be expressed in the <br />opinion). <br />The bond counsel opinion will be executed and delivered by us in written form on the <br />date the Bonds are exchanged for their purchase price (the "Closing") and will be based on facts <br />and law existing as of its date. Upon delivery of the opinion, our responsibilities as bond counsel <br />will be concluded with respect to this financing; specifically, but without implied limitation, we <br />do not undertake (unless specifically engaged and requested to do so) to provide continuing <br />advice to the Issuer or any other party concerning any actions necessary to assure that interest <br />paid on the Bonds will continue to be, excluded from gross income for federal income tax <br />purposes after the Closing. <br />DORSEY & WHITNEY LLP - WWW.DORSEY.COM - T 612.340.2600 • F 612.340.2868 <br />SUITE 1500 • 50 SOUTH SIXTH STRE=ET • MINNEAPOLIS, MINNESOTA 55402-1498 <br />USA CANADA EUROPE ASIA <br />