PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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On the date of issuance of the Series 2001 Bonds, Faegre & Benson LLP, as Bond Counsel, shall deliver its opinion, dated the date thereof, that the Series 2001 Bonds, the Loan Agreement and the Indenture are valid and legally binding special,limited agreements of the City. Christoffel & Elliott, P.A., St. Paul, Minnesota, will issue its opinion to the effect that the Loan Agreement, the Mortgage, the Subordinate Mortgage, the Continuing Disclosure Agreement and the Ground Lease are valid and legally binding agreements of the Borrower. The foregoing opinions will be generally qualified to the extent that the enforceability of the respective instruments may be limited by laws,decisions and equitable principles affecting remedies and by bankruptcy or insolvency or other laws,decisions and equitable principles affecting creditors' rights generally or creditors' rights against public instrumentalities. While the Series 2001 Bonds are secured or payable pursuant to the Indenture, the Loan Agreement, the Mortgage and the Subordinate Mortgage, the practical realization of payment from any security will depend upon the exercise of various remedies specified in the respective instruments. These and other remedies are dependent in many respects upon judicial action,which is subject to discretion and delay. Accordingly,the remedies specified in the above documents may not be readily available or may be limited. (See "BONDHOLDERS' RISKS-Enforceability of Remedies.") TAX MATTERS Tax Exemption In the opinion of Faegre&Benson LLP,as Bond Counsel, assuming compliance by all parties with the covenants in the Loan Agreement and the Indenture,interest on the Series 2001 Tax-Exempt 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 Series 2001 Tax-Exempt Bonds is not an item of tax preference required to be included in the computations 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 Series 2001 Tax-Exempt Bonds is includable in "adjusted current earnings" for purposes of the computation of"alternative minimum taxable income" of corporations under Section 55 of the Code and is subject to the Minnesota franchise tax imposed upon corporations,including financial institutions, measured by taxable income and the alternative minimum tax base. Ownership of the Series 2001 Tax-Exempt Bonds will result in disallowance of a deduction for a portion of the interest expense of a "financial institution" under Section 265(b) of the Code. No opinion as to any other federal or state tax consequences caused by the receipt or accrual of interest on the Series 2001 Tax-Exempt Bonds or arising from ownership of the Series 2001 Tax-Exempt Bonds will be expressed in the opinion of Bond Counsel. In rendering this opinion, Faegre & Benson LLP will rely upon certificates provided by the Borrower as to the nature, use, cost and useful life of the Project, the application of the