11-8-01 12. BOND PURCHASE AGREEMENT

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officers of the Borrower, Wedum, the Issuer and of other public officials (including, without limitation, those certificates delivered to others at the Closing). Our opinions expressed below as to certain factual matters are qualified as being limited "to our knowledge" or by other words to the same or similar effect. Such words, as used herein, mean the information known to the attorneys who have represented the Borrower and Wedum in connection with the transactions contemplated by the Bond Purchase Agreement and the Loan Agreement. In rendering such opinions, we have conducted no review of documents in our files relating to any other matters in which this Firm has represented the Borrower and Wedum. Based on the foregoing, we are of the opinion that: 1. The Borrower, of which Wedum is the sole member, is validly existing as a limited liability company under the laws of the State of Minnesota(the "State") and is qualified to do business in liesethe State. 2. Wedum is validly existing as a nonprofit corporation under the laws of the State of inne`ota and is qualified to do business in Minnesetathe State. 3. Wedum is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and is exempt from federal income taxation under Section 501(a) of the Code. To the best of our knowledge, after reasonable investigation consisting of interviews with officers of Wedum most likely to have relevant information, Wedum has not declared and has not been determined to have any"unrelated business taxable income" as defined in Section 512 of the Code arising out of the ownership, use or operation of the property to be financed or refinanced with the Bonds and Wedum has no "unrelated business taxable income" from any source which could have a material adverse effect on its status as an organization described in Section 501(c)(3) of the Code or its exemption from federal income taxation under Section 501(a) of the Code or which, if such income were subject to federal income taxation, would have a material adverse effect on the combined condition, financial or otherwise, of Wedum. 4. The proposed use of the Project by the Borrower will not constitute an "unrelated trade or business"or"private business use" within the meaning of Sections 145(a)(2) and 141(b) of the Code. Wedum is the sole member and owner of the Borrower. The Borrower is not classified as a corporation under Section 301.7701-2 of the Treasury Regulations, and has not elected to be taxed as a corporation under Section 301.7701-3 of the Treasury Regulations. Therefore, under Section 7701 of the Code, the Borrower is disregarded as an entity separate from Wedum. The Borrower will be the exclusive owner of the Project for state law purposes and pursuant to Treasury Regulations under Section 7701 the Project will be treated as being owned by Wedum for all federal income tax purposes including for purposes of Section 145 of the Code. Neither the execution of the Documents by the Borrower and Wedum nor the ownership and operation of the Project as contemplated in the Documents will jeopardize Wedum's status as an organization described in Section 501(c)(3) of the Code.