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Capitalized terms defined in the Bond Purchase Agreement, and not otherwise defined
<br /> herein, are used in this opinion with the meanings assigned to them in the Bond Purchase
<br /> Agreement.
<br /> We have examined executed counterparts of the Bond Purchase Agreement, the
<br /> Indenture, the Loan Agreement, the Continuing Disclosure Agreement, the Mortgage, the
<br /> Subordinate Mortgage, the Mortgage Assignment, the Management Agreement,the
<br /> Disbursing Agreement, and the Resolution adopted by the Issuer on October 23, 2001
<br /> authorizing, among other things, the issuance and sale of the Bonds. We have also
<br /> examined the originals, or copies, certified or otherwise identified to our satisfaction, of
<br /> such other documents, certificates of public officials and other persons, and other
<br /> materials as we have deemed necessary or advisable for purposes of this opinion,
<br /> including documents relating to the authorization, execution and delivery of the Bond
<br /> Purchase Agreement and the other above-mentioned documents. As to various matters of
<br /> fact material to such opinion, we have, when such facts were not independently
<br /> established, relied to the extent we deem such reliance proper on certificates of the Issuer,
<br /> the Borrower, Wedum and public officials. We have assumed that all signatures on
<br /> executed documents are genuine, that all certified copies conform to the originals, and
<br /> that all certificates containing relevant facts are correct.
<br /> We do not express any opinion herein concerning any law other than the laws of
<br /> the State of Minnesota and the federal laws of the United States of America.
<br /> We have participated in conferences at which the Official Statement was
<br /> discussed. We have generally reviewed and discussed with the Underwriter, Bond
<br /> Counsel, the Borrower and Wedum(or their respective counsel) the information and
<br /> statements contained in the Official Statement, but we have not independently
<br /> investigated or verified the accuracy or completeness of the statements and information
<br /> contained in the Official Statement. As to the matters discussed in the Official Statement
<br /> under the captions "INTRODUCTORY STATEMENT" " THE SERIES 2001 BONDS,"
<br /> "SECURITY FOR THE SERIES 2001 BONDS," "TAX EXE. 4PTIONMATTERS," and
<br /> Appendix A - "DEFINITIONS OF CERTAIN TERMS AND SUMMARIES OF
<br /> PRINCIPAL DOCUMENTS" (except as to that portion of Appendix A relating to the
<br /> Continuing Disclosure Agreement), we have relied on an opinion, dated the date hereof,
<br /> of Faegre & Benson LLP, Minneapolis, Minnesota, Bond Counsel, and the certificates
<br /> referred to above as to the accuracy of the statements contained therein.
<br /> As to matters discussed in the Official Statement under the captions "THE
<br /> BORROWER AND THE SPONSOR," "INTRODUCTORY STATEMENT,"
<br /> "BONDHOLDER'S RISKS," "FINANCIAL STATEMENTS,""CONTINUING
<br /> DISCLOSURE," "ESTIMATED SOURCES AND USES OF FUNDS," "LITIGATION"
<br /> and in Appendix B we have relied on an opinion, dated the date hereof, of Christoffel &
<br /> Elliott, P.A., St. Paul, Minnesota, counsel to the Borrower and Wedum and the
<br /> certificates referred to above as to the accuracy of the statements contained therein.
<br /> Based on the foregoing, nothing has come to our attention which would lead us to
<br /> believe that the Official Statement(except with respect to any financial or statistical data
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