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$250,000*
<br /> City of Orono, Minnesota Senior Housing Revenue Bonds
<br /> (Orono Woods Apartment Project)
<br /> Subordinate Series 2001C
<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), Subordinate Series 2001C in the aggregate
<br /> principal amount of $250,000* (the "Bonds"). The Bonds mature, bear interest and are
<br /> subject to redemption as provided in the Indenture hereinafter described. The Bonds are
<br /> issued for the purpose of funding a loan from the Issuer to Orono Senior Housing,LLC(the
<br /> "Borrower")to finance the development,acquisition,construction and equipping of a 62-unit
<br /> independent 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 Subordinate Combination Mortgage,Security Agreement,Fixture Financing Statement
<br /> and Assignment of Leases and Rents, dated as of November 1, 2001 (the "Subordinate
<br /> Mortgage"), from the Borrower to the Issuer, (iv) an Assignment of Mortgage, dated as of
<br /> November 1, 2001 (the "Assignment of Mortgage"), pursuant to which the Issuer has
<br /> assigned its interest in the Subordinate Mortgage to the Trustee, (v) a Bond Purchase
<br /> Agreement,dated November_,2001 (the"Bond Purchase Agreement"),between the Issuer,
<br /> the Borrower, Wedum Foundation, a Minnesota nonprofit corporation ("Wedum"), and
<br /> Miller Johnson Steichen Kinnard, Inc. (the "Underwriter"), (vi) a Continuing Disclosure
<br /> Agreement, dated as of November 1, 2001 (the "Continuing Disclosure Agreement"),
<br /> between the Borrower and the Trustee,(vii)a Disbursing Agreement,dated as of November
<br /> 1,2001 (the "Disbursing Agreement"),among the Borrower,the Trustee and the Disbursing
<br /> Agent 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 of November 1,2001
<br /> (the "Ground Lease"), between the HRA and the Borrower, (x) a Tax Increment Revenue
<br /> Note, dated November _, 2001 (the "TIF Note"), from the HRA to the Borrower, (xi)
<br /> certified copies of resolutions of the government bodies of the Issuer and the HRA approving
<br /> and authorizing the execution and delivery of the Bonds and the above-referenced documents
<br /> and items,(xii)an opinion of even date herewith from Christoffel&Elliott,P.A., Saint Paul,
<br /> Minnesota, as counsel to the Borrower and Wedum, and(xiii) such other documents as we
<br /> deem necessary for the 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
<br /> the Borrower, Wedum,the Trustee, and the Issuer without undertaking to verify such facts
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