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%)r HORSEY 57 Mr. Michael Mornson May I, 2008 Page 2 In performing our services as bond counsel, our client will be you and we will represent your interests. We will not represent any other party in this financing. We will not represent any other party in this financing and it is mutually understood that the services to be provided by us as described herein are solely for the benefit of the Issuer. Because you have engaged Ehlers & Associates, Inc. as financial advisor for the Bonds, we will not assume a role in the financial planning and structuring of the Bonds. We further understand that you, with assistance from the financial advisor, will prepare an Official Statcanent in connection with the sale of the Bonds. As bond counsel, we will not assume or undertake responsibility for the preparation of the Official Statement or any other disclosure document with respect to the Bonds, nor are we responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document. 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 for the General Obligation Street Reconstruction Bonds, Series 2008A will be $7,000, including disbursements. Such fee may vary: (i) if the principal amount of Bonds actually issued differs significantly from our present understanding, (ii) if material changes in the structure of the financing occur, or (iii) if unusual or unforeseen circumstances arise which require a significant increase in our time responsibility. If, at any time, we believe that circumstances require an adjustment of our original fee estimate, we will consult with you. Our fee is usually paid at the Closing out of proceeds, and we customarily do not submit any statement until the Closing unless there is a substantial delay in completing the financing. 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 issue. Under applicable ethics rules, we do not believe our representation of you 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 offering, Official Statement, the Issuer's resolution and our opinion will have been established prior to the acceptance of the low bid for the Bonds from the Purchaser, (ii) the terms of said documents will not be modified in any material manner following the sale of the Bonds, and (iii) all that remains to be completed subsequent to the sale is the delivery of the Bonds to the Purchaser in accordance with the terms of the Official Statement. We look forward to working with you. very truly y urs, ero e P. Gilligan JPG/pmh DORSEY & WHIZ N[Y LLP