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FAE�GRE <br /> BENSON <br /> «. <br /> UNITED STATES � ENGLAND � GERMANY � CHINA <br /> May 16,2006 <br /> City of Orono <br /> 2750 Kelley Parkway <br /> Crystal Bay,MN 55323 <br /> William H. Cooper <br /> 200 Lake Street East <br /> Wayzata, MN 55391 <br /> Thomas A. Cusick Revocable Trust <br /> c/o Lowry Hill <br /> Attn: Linda Gravenish <br /> 90 South Seventh Street, #5300 <br /> Minneapolis,MN 55402 <br /> Nigel MacLeod <br /> 3320 Maplewood Road <br /> Deephaven,MN 55391 <br /> RE: $800,000 City of Orono,Minnesota Revenue Notes <br /> (Hill School of Minnesota Project), Series 2006 <br /> We have acted as Bond Counsel in connection with the issuance and sale by the City <br /> of Orono, Minnesota (the "Issuer"), a municipal corporation, of its $800,000 aggregate <br /> principal amount of Revenue Notes (Hill School of Minnesota Project), Series 2006 (the <br /> "Notes"). <br /> The Notes are subject to mandatory and optional redemption by the Issuer prior to <br /> maturity at the times, in the manner, and upon the terms provided in the Notes and in the <br /> hereinafter-described Loan Agreement. The Notes are not general obligations of the Issuer <br /> and do not constitute a charge against the general credit or assets of the Issuer. <br /> Tn connection with the issuance of the Notes, we have examined a certified copy of a <br /> resolution adopted by the City Council of the Issuer in connection with the issuance by the <br /> Issuer vf the Notes pursuant to and under the provisions of Minnesota Statutes, Sections <br /> 469.152 to 469.1651, as amended (the "Act"), an executed counterpart of the Pledge <br /> Agreement (the "Pledge Agreement") dated as of May 1, 2006, among the Issuer and the <br /> lenders named therein (the "Lenders"), an executed counterpart of the Loan Agreement (the <br /> 2200 WELLS FARGO CENTER I 90 SOUTH SEVENTH STREET I MINNEAPOLIS MINN$SOTA 55402-3901 <br /> TELEPHONE 612-766-7000 � FACSIMILE 612-766-1600 I WWW.FAEGRE.COM <br />