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5. The Borrower hasand Wedum have full power and authority to execute, <br /> deliver and perform i-tstheir respective obligations under each of the Documents to which <br /> iteach is a party and to own itstheir property and conduct itstheir businessbusinesses as <br /> presently conducted and as described in the Official Statement. <br /> 6. Each of the Documents to which each of the Borrower or Wedum is a <br /> party has been duly authorized by all requisite corporate action of the Borrower and <br /> Wedum and has been executed and delivered by the Borrower. <br /> 7. Each of the Documents to which each of the Borrower or Wedum is a <br /> party constitutes the valid and binding obligation of the Borrower and Wedum <br /> enforceable in accordance with its terms. <br /> 8. The execution and delivery of the Documents will not violate or conflict <br /> with the Articles of Organization or Operating Agreement of the Borrower or the Articles <br /> of Incorporation or Bylaws of Wedum or any organizational document or proceeding <br /> organizing or establishing the Borrower or Wedum or any agreement or instrument <br /> known to us to which the Borrower or Wedum is a party or by which the Borrower or <br /> Wedum is bound. <br /> 9. The execution and delivery of the Documents and the sale and issuance of <br /> the Bonds will not, to our knowledge, violate any rule or regulation applicable to the <br /> Borrower or Wedum, of any governmental authority or regulatory body of the United <br /> States or the State of Minnesota, or any judgment, order or decree known to us and <br /> applicable to the Borrower or Wedum of any court, governmental authority or arbitrator <br /> (except for federal and state securities laws and antitrust laws, as to which we express no <br /> opinion). <br /> 10. To our knowledge, no consent, approval, authorization or order of, and no <br /> notice to or filing with, any governmental agency or body or any court is required to be <br /> obtained or made by the Borrower for the sale and issuance of the Bonds pursuant to the <br /> Bond Purchase Agreement, except such as have been obtained or made and such as may <br /> be required under state securities or blue sky laws. <br /> 11. We know of no pending or overtly threatened lawsuits or claims against <br /> the Borrower or Wedum with respect to the issuance and sale of the Bonds pursuant to <br /> the Bond Purchase Agreement or which would adversely affect(i) the validity of or <br /> security for the Bonds, the Indenture or any of the Documents or(ii) the ability of the <br /> Borrower and Wedum to own and operate the Project. <br /> 12. We have not verified the information contained in the Official Statement, <br /> dated November_, 2001, relating to the Bonds (including any preliminary Official <br /> Statement,the "Official Statement"), or in the Appendices thereto, and we do not assume <br /> any responsibility for the accuracy, completeness or fairness of any statements contained <br /> in the Official Statement or the Appendices thereto and we make no representation that <br /> we have independently verified the accuracy, completeness or fairness of such statements. <br /> Based upon our experience as counsel to the Borrower and Wedum and participation in <br />