PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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to the matters set forth in the opinion: (i)the Loan Agreement, the Mortgage, the Continuing Disclosure Agreement, the Bond Purchase Agreement, the Disbursing Agreement, the Development Agreement and the Ground Lease(collectively,the"Borrower Documents")have each been duly authorized,executed and delivered by the Borrower and each constitutes a valid and binding obligation of the Borrower, (ii)the Borrower is a limited liability company whose sole member, Wedum, is a nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") whose income is exempt from federal taxation under Section 501(a) of the Code, (iii) the Borrower will be disregarded as a separate entity for federal income tax purposes pursuant to Section 7701 of the Code and,accordingly,Wedum will be treated as the owner of the Project Facilities for federal income tax purposes, and (iv) performance by the Borrower of its obligations under the Borrower Documents will not violate or conflict with existing laws. We have also relied on title insurance commitments as to the title to the Project Facilities,without examining the records of the Borrower or original title records or abstracts of title. By this opinion we assume no responsibility and render no opinion as to the correctness or completeness of any information contained in the Official Statement used in connection with the offer or sale of the Bonds. Based on our examination,we are of the opinion, as of the date hereof, as follows: 1. The Issuer is a municipal corporation and political subdivision of the State of Minnesota, and pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer is authorized to issue the Bonds,to loan the proceeds thereof to the Borrower,to execute and deliver the Loan Agreement,the Indenture and the Development Agreement and to assign the Mortgage to the Trustee. 2. The Loan Agreement, the Indenture, the Development Agreement and the Assignment of Mortgage are each a valid and binding instrument of the Issuer, enforceable in accordance with their respective terms. 3. The Bonds have been duly authorized,executed and delivered by the Issuer and are valid and binding special, limited obligations of the Issuer. The Bonds are secured by an assignment of loan repayments payable by the Borrower under the Loan Agreement that are scheduled to be sufficient(if timely paid in full)to pay the principal of and interest on the Bonds when due, and by the pledge of the funds and investments held by the Trustee under the Indenture for payment or security for such Bonds. Payment of the loan repayments is secured by the Mortgage. 4. Assuming compliance by all parties with the covenants in the Loan Agreement and the Indenture, interest on the Bonds is not includable in gross income for purposes of Federal income taxation or in taxable income of individuals, estates and trusts for purposes of Minnesota income taxation under present laws regulations,rulings and decisions.Interest on the Bonds is not an item of tax preference required to be included in the computation of"alternative minimum taxable income" for purposes of the federal alternative minimum tax applicable to individuals under Section 55 of the Code or Minnesota alternative minimum tax applicable to individuals,trusts and estates. Interest on the Bonds is includable in"adjusted current earnings"