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the preparation of the Official Statement, however, nothing has come to our attention that <br /> would cause us to believe that the descriptions of the Management Agreement and the <br /> information contained in the Official Statement under the captions "THE BORROWER <br /> AND THE SPONSOR," "ESTIMATED SOURCES AND USES OF FUNDS," <br /> "INTRODUCTORY STATEMENT," "BONDHOLDER'S RISKS," "FINANCIAL <br /> STATEMENTS," "CONTINUING DISCLOSURE" and"LITIGATION (as it relates to <br /> the Borrower and Wedum)" and in Appendix B (except with respect to the financial <br /> statements and other financial and statistical data included therein, as to which we make <br /> no comment) contains any untrue statement of a material fact or omits to state a material <br /> fact necessary to make the statements therein, in light of the circumstances under which <br /> they are made, not misleading. <br /> 13. The distribution of the Official Statement has been duly approved by the <br /> Borrower and the Borrower has duly executed and delivered the Official Statement. Such <br /> approval, execution and delivery were duly authorized. <br /> The opinions set forth above are subject to the following qualifications and <br /> exceptions: <br /> (a) Our opinions in paragraph 7 above are subject to the effect of any <br /> applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of <br /> general application affecting creditors' or secured creditors' rights, or the enforcement of <br /> creditors' or secured creditors' rights against public corporations or instrumentalities <br /> thereof. <br /> (b) Our opinions in paragraph 7 above are subject to the effect of general <br /> principles of equity, including (without limitation) concepts of materiality, <br /> reasonableness, good faith and fair dealing, and other similar doctrines affecting the <br /> enforceability of agreements generally(regardless of whether considered in a proceeding <br /> in equity or at law). <br /> (c) Our opinions in paragraph 7 above are subject to possible judicial action <br /> giving effect to governmental actions or foreign laws affecting creditors' rights. <br /> (d) Our opinions in paragraph 7 above, insofar as they relate to <br /> indemnification provisions, are subject to the effect of federal and state securities laws <br /> and public policy relating thereto. <br /> Our opinions expressed above are limited to the law of the Statc:JState of <br /> Minnesota and Arkansas and the federal laws of the United States of America. <br /> We hereby consent to the reference to this letter on the cover of, and under <br /> "LEGAL MATTERS" and"ENFORCABILITY OF OBLIGATIONS" in, the Official <br /> Statement. <br /> The foregoing opinions are being furnished to you solely for your benefit and may <br /> not be relied upon by, nor may copies be delivered to, any other person without our prior <br />