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$7,825,000'
<br /> City of Orono, Minnesota Senior Housing Revenue Bonds
<br /> (Orono Woods Apartment Project)
<br /> Series 2001A
<br /> We have acted as bond counsel in connection with the issuance by the City of Orono,
<br /> Minnesota(the "Issuer") of its fully registered (initially book-entry) Senior Housing Revenue
<br /> Bonds (Orono Woods Apartment Project), Series 2001A in the aggregate principal amount of
<br /> $7,730,000* (the "Bonds"). The Bonds mature, bear interest and are subject to redemption as
<br /> provided in the Indenture hereinafter described. The Bonds are issued for the purpose of funding
<br /> a loan from the Issuer to Orono Senior Housing, LLC (the "Borrower")) to finance the
<br /> development,acquisition,construction and equipping of a 62-unit independent senior housing
<br /> facility.
<br /> We have examined a form of the Bonds and executed counterparts of(i)the Indenture
<br /> of Trust, dated as of November 1, 2001 (the "Indenture"), between the Issuer and U.S. Bank
<br /> Trust National Association, as trustee for the Bonds (the "Trustee"), (ii)the Loan Agreement,
<br /> dated as of November 1, 2001 (the "Loan Agreement"), between the Issuer and the Borrower,
<br /> (iii)a Combination Mortgage,Security Agreement,Fixture Financing Statement and Assignment
<br /> of Leases and Rents,dated as of November 1,2001 (the"Mortgage"),from the Borrower to the
<br /> Issuer, (iv) an Assignment of Mortgage, dated as of November 1, 2001 (the "Assignment of
<br /> Mortgage"),pursuant to which the Issuer has assigned its interest in the Mortgage to the Trustee,
<br /> (v)a Bond Purchase Agreement,dated November_,2001 (the "Bond Purchase Agreement"),
<br /> between the Issuer, the Borrower, Wedum Foundation, a Minnesota nonprofit corporation
<br /> ("Wedum"),and Miller Johnson Steichen Kinnard,Inc. (the "Underwriter"), (vi)a Continuing
<br /> Disclosure Agreement,dated as ofNovember 1,2001 (the"Continuing Disclosure Agreement"),
<br /> between the Borrower and the Trustee,(vii)a Disbursing Agreement, dated as of November 1,
<br /> 2001 (the"Disbursing Agreement"),among the Borrower,the Trustee and the Disbursing Agent
<br /> named therein, (viii) a Development Agreement, dated as of November 1, 2001 (the
<br /> "Development Agreement"), between the Borrower, the Issuer and the Orono Housing and
<br /> Redevelopment Authority(the"HRA"),(ix)a Ground Lease,dated as ofNovember 1,2001 (the
<br /> "Ground Lease"),between the HRA and the Borrower,(x)a Tax Increment Revenue Note,dated
<br /> November_, 2001 (the "TIF Note"), from the HRA to the Borrower, (xi) certified copies of
<br /> resolutions of the government bodies of the Issuer and the HRA approving and authorizing the
<br /> execution and delivery of the Bonds and the above-referenced documents and items, (xii) an
<br /> opinion of even date herewith from Christoffel&Elliott,P.A.,Saint Paul,Minnesota,as counsel
<br /> to the Borrower and Wedum, and (xiii) such other documents as we deem necessary for the
<br /> purpose of the following opinion.
<br /> As to questions of fact material to our opinion, we have relied upon certified
<br /> proceedings,documents and certifications furnished to us by public officials and officials of the
<br /> Borrower, Wedum, the Trustee, and the Issuer without undertaking to verify such facts by
<br /> independent investigation. We have relied on representations of the Borrower and Wedum as
<br /> to the application of the proceeds of the Bonds and the nature,use,cost and economic life of the
<br /> Project Facilities(as defined in the Loan Agreement)financed by the Bonds.We also have relied
<br /> upon the opinion of Christoffel &Elliott, P.A. of even date herewith to the effect that, subject
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