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Taxable . _ - e . . • .. - - Series
<br /> 2001B; and $ City of Orono, Minnesota Senior Housing Revenue Bonds
<br /> (Orono Woods Apartment Project), Subordinate Senior Housing Revenue Bonds (Orono
<br /> Woods Apartments Project), Series 2001C (collectively the "Bonds"). This opinion is
<br /> being delivered to you pursuant to Section 5(d)(ii) of the Bond Purchase Agreement,
<br /> dated November , 2001 (the "Bond Purchase Agreement"), betweenby and among
<br /> Miller Johnson Steichen Kinnard, Inc. (the "Underwriter"), the Borrower, Wedum and the
<br /> City of Orono, Minnesota(the "Issuer"). All terms used with initial capital letters but not
<br /> defined herein have the meanings assigned to them in the Bond Purchase Agreement.
<br /> We have examined the following documents: (1)the Bond Purchase Agreement;
<br /> (2)the Trust Indenture of Trust, dated as of November 1, 2001 (the "Indenture"), between
<br /> the Issuer and U.S. Bank Trust National Association, as Trustee (the "Trustee"); (3)the
<br /> Loan Agreement, dated as of November 1, 2001 (the "Loan Agreement"), between the
<br /> Issuer and the Borrower; (4) the Combination Mortgage, Security Agreement, Fixture
<br /> Financing Statement and Assignment of Leases and Rents,dated as of November 1,
<br /> 2041-2001, between the Issuer and the Borrower and assigned by the Issuer to the Trustee
<br /> (the "Mortgage"); (5)the Subordinate Combination Mortgage, Security Agreement,
<br /> Fixture Financing Statement and Assignment of Leases and Rents, dated as of November
<br /> 1, 2001, between the Issuer and the Borrower and assigned by the Issuer to the Trustee
<br /> (the "Subordinate Mortgage"); (6)the Development Agreement, dated as of November 1,
<br /> 2001, between the Borrower and (the "Development Agreement"); (7)the
<br /> Real Estate Purchase Contract,dated as of November 1, 2001 , 2001, (the
<br /> "Purchase Contract")between Union Land LLC (the "Seller") and the Borrower as
<br /> purchaser; (68)the Property Management Agreement,dated as of November 1, 2001 (the
<br /> "Management Agreement"),between Great Lakes Management Company and the
<br /> Borrower; (79) the Disbursing Agreement,dated as of November 1, 2001 (the
<br /> "Disbursing Agreement"), between the Borrower and the Trustee and the title company
<br /> named therein; (810) the Ground Lease,dated as of November 1, 2001 (the "Ground
<br /> Lease"),between the Issuer and the Borrower; and (9l 1) certificates and affidavits of
<br /> representatives of the Issuer, the Borrower, Wedum and other public officials. We have
<br /> also reviewed such questions of law as we have considered necessary and appropriate for
<br /> the purposes of our opinions set forth below. For purposes of this opinion, "Documents"
<br /> means the documents listed in(1)through(810) above.
<br /> In rendering our opinions set forth below, we have assumed the authenticity of all
<br /> documents submitted to us as originals, the genuineness of all signatures and the
<br /> conformity to authentic originals of all documents submitted to us as copies. We have
<br /> also assumed the legal capacity for all purposes relevant hereto of all natural persons and,
<br /> with respect to all parties to agreements or instruments relevant hereto other than the
<br /> Borrower or Wedum,that such parties had the requisite power and authority(corporate or
<br /> otherwise)to execute, deliver and perform such agreements or instruments, that such
<br /> agreements or instruments have been duly authorized by all requisite action(corporate or
<br /> otherwise), executed and delivered by such parties and that such agreements or
<br /> instruments are the valid, binding and enforceable obligations of such parties. As to
<br /> questions of fact material to our opinions, we have relied upon the representations made
<br /> in the Bond Purchase Agreement and the Loan Agreement and upon certificates of
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