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$210,000*
<br /> City of Orono, Minnesota Senior Housing Revenue Bonds
<br /> (Orono Woods Apartment Project)
<br /> Taxable Series 2001 B
<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),Taxable Series 2001B in the aggregate principal
<br /> amount of$210,000* (the "Bonds"). The Bonds mature, bear interest and are subject to
<br /> redemption as provided in the Indenture hereinafter described. The Bonds are issued for the
<br /> purpose of funding a loan from the Issuer to Orono Senior Housing, LLC (the "Borrower")
<br /> to finance the development,acquisition,construction and equipping of a 62-unit independent
<br /> senior housing 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
<br /> Assignment of Leases and Rents,dated as of November 1,2001 (the "Mortgage"), from the
<br /> Borrower to the Issuer, (iv)an Assignment of Mortgage,dated as of November 1,2001 (the
<br /> "Assignment of Mortgage"), pursuant to which the Issuer has assigned its interest in the
<br /> Mortgage to the Trustee, (v) a Bond Purchase Agreement, dated November , 2001 (the
<br /> "Bond Purchase Agreement"), between the Issuer, the Borrower, Wedum Foundation, a
<br /> Minnesota nonprofit corporation("Wedum"),and Miller Johnson Steichen Kinnard,Inc.(the
<br /> "Underwriter"),(vi)a Continuing Disclosure Agreement,dated as of November 1,2001 (the
<br /> "Continuing Disclosure Agreement"), between the Borrower and the Trustee, (vii) a
<br /> Disbursing Agreement,dated as ofNovember 1,2001 (the"Disbursing Agreement"),among
<br /> the Borrower, the Trustee and the Disbursing Agent named therein, (viii) a Development
<br /> Agreement, dated as of November 1, 2001 (the "Development Agreement"), between the
<br /> Borrower,the Issuer and the Orono Housing and Redevelopment Authority(the"HRA"),(ix)
<br /> a Ground Lease,dated as of November 1,2001 (the"Ground Lease"),between the HRA and
<br /> the Borrower, (x) a Tax Increment Revenue Note, dated November _, 2001 (the "TIF
<br /> Note"),from the HRA to the Borrower,(xi)certified copies of resolutions of the government
<br /> bodies of the Issuer and the HRA approving and authorizing the execution and delivery of
<br /> the Bonds and the above-referenced documents and items, (xii) an opinion of even date
<br /> herewith from Christoffel&Elliott,P.A., Saint Paul,Minnesota,as counsel to the Borrower
<br /> and Wedum, and (xiii) such other documents as we deem necessary for the purpose of the
<br /> 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
<br /> the Borrower, Wedum, the Trustee, and the Issuer without undertaking to verify such facts
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