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• (Form of Certificate) <br /> CERTIFICATE AS TO LEGAL OPINION <br /> I, Dorothy Hallin, City Clerk of the City of Orono, <br /> Minnesota, hereby certify that except for the date line, the <br /> above is a full, true and compared copy of the legal opinion of <br /> Faeqre & Benson, of Minneapolis, Minnesota, which was delivered <br /> to me upon delivery of the bonds and is now on file in my <br /> office. <br /> (Facsimile) <br /> City Clerk <br /> 2 . 06 . As long as any of the Bonds issued hereunder <br /> � shall remain outstanding, the City shall maintain and keep at <br /> the office of the Bond Registrar an office or agency for the <br /> payment of the principal of and interest on such Bonds, as in <br /> this Resolution provided, and for the registration and transfer <br /> of such Bonds, and shall also keep at said office .of the Bond <br /> Registrar books for such registration and transfer. The Bond <br /> • Registrar shall be a bank or trust company which is subject to <br /> or who agrees to comply with the United States Securities <br /> Exchange Commission' s transfer turnaround rules, which in <br /> general presently require an agent to complete normal transfers <br /> in 72 hours . Upon surrender for transfer of any Bond at the � <br /> office of Bond Registrar with a written instrument of transfer <br /> satisfactory to the Bond Registrar, duly executed by the <br /> registered owner or the owner ' s duly authorized attorney, and <br /> upon payment of any tax, fee or other governmental charge <br /> re�uir.ed to be paid with respect to such transfer, the City <br /> shall execute and the Bond Registrar shall authenticate and <br /> deliver, in the name of the designated transferee or <br /> transferees, one or more fully registered Bonds of the same <br /> series, of any authorized denominations and of a like aggregate <br /> principal amount, interest rate and maturity. Any Bonds, upon <br /> surrender thereof at the office of a Registrar may, at the <br /> option of the registered owner thereof, be exchanged for an <br /> equal aggregate principal amount of Bonds of the same maturity <br /> and interest rate of any authorized denominations . In all <br /> cases in which the privilege of exchanging Bonds or <br /> transferring Bonds is exercised, the City shall execute and the <br /> Bond Registrar shall deliver Bonds in accordance with the _ <br /> provisions of this Resolution. All Bonds originally issued <br /> hereunder or issued pursuant to a transfer or exchange prior to <br /> the first interest payment date shall be registered as of and <br /> bear interest from September 16 , 1989 and all Bonds <br /> t subsequently issued shall be registered as of and bear interest <br /> from the last interest payment date to which interest was paid <br /> -9- <br />