Notice of Mortgage Foreclosure sale-2010

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May 16,2006 Page 2 "Loan Agreement") dated as of May 1, 2006, between the Issuer and Hill School of Minnesota, Inc., a Minnesota nonprofit corporation (the "Borrower"), a form of the Notes, and such other documents as we deemed relevant and necessary in rendering this opinion. Based on such examination, and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and authenticity of originals of such latter documents and the accuracy of the statements contained in certificates furnished to us by the Borrower and officials of the Issuer, and based upon federal and State of Minnesota laws, regulations, rulings and decisions in effect on the date hereof,we are of the opinion that: 1. The Issuer is a municipal corporation under the laws of the State of Minnesota. Pursuant to the Act, the Issuer is authorized to issue the Notes and to loan the proceeds to the Borrower for the purpose of financing improvements to an educational facility and to refinance existing debt of the Borrower (the "Project"), and to assign and pledge to the Lenders the amounts payable by the Borrower, from which amounts the Notes are payable. 2. The Notes have been validly authorized, executed, and issued in accordance with the laws of the State of Minnesota now in force and represent valid and binding limited obligations of the Issuer. The principal of,premium, if any, and interest on the Notes shall be payable solely from amounts to be received by the Issuer pursuant to the Loan Agreement (other than certain indemnification rights and certain fees and expenses of the Issuer), which amounts have been assigned to the Lenders pursuant to the Pledge Agreement. 3. The Pledge Agreement has been duly authorized, executed, and delivered by the Issuer and, assuming due authorization, execution and delivery by the Lenders,represents the valid and binding agreement of the Issuer enforceable in accordance with its terms. 4. The Loan Agreement has been duly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the Borrower, represents the valid and binding agreement of the Issuer enforceable in accordance with its terms. 5. Based on certain representations of the Borrower as to the application of the proceeds of the Notes, under exisring laws, regulations, rulings and decisions as of the date of issuance, (i) interest on the Notes is not includable in gross income for purposes of federal income taxation and is not includable in taxable net income of individuals, estates or trusts for purposes of State of Minnesota income taxation; (ii) interest on the Notes is subject to the State of Minnesota franchise tax measured by net income and imposed upon corporations and financial institutions; and (iii) interest on the Notes is not a specific item of tax preference for purposes of determining the federal alternative minimum tax applicable to all taxpayers or the Minnesota alternative minimum taac applicable to individuals, estates and trusts. The Issuer has designated the Notes as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code relating to deduction of interest expense by financial institutions.