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4. Interest on the Bonds is includable in gross income for federal income tax <br /> purposes and in taxable net income of individuals, estates and trusts for Minnesota income <br /> tax purposes. <br /> 5. In connection with the issuance of the Bonds,the City has adopted a housing <br /> program which is sufficient for purposes of the Act and is consistent with the City's housing <br /> plan. <br /> It should be understood that the rights of the owners of the Bonds and the <br /> enforceability of the Bonds,the Indenture and the Borrower Documents may be limited by <br /> bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting <br /> creditors'rights generally and by equitable principles,whether considered at law or in equity. <br /> This opinion is given as of the date hereof and we assume no obligation to revise or <br /> supplement this opinion to reflect any facts or circumstances that may hereafter come to our <br /> attention or any changes in law or facts that may hereafter occur. <br /> We hereby consent to the references to us in the Official Statement. <br /> Dated at Minneapolis, Minnesota, , 2001. <br />