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May 16,2006 <br /> Page 3 <br /> The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain <br /> requirements (the "Federal Tax Requirements") that must be met subsequent to the issuance <br /> of the Notes in order that, for federal income tax purposes, interest on the Notes not be <br /> included in gross income of the owners thereof. Noncompliance with the Federal Tax <br /> Requirements may cause interest on the Notes to become subject to federal and Minnesota <br /> income taxation retroactive to the date of issue, irrespective of the date on which such <br /> noncompliance occurs or is ascertained. The Loan Agreement contains provisions which, if <br /> complied with, will satisfy the Federal Tax Requirements. In expressing the opinion in <br /> paragraph 5 above, we have assumed compliance by the Issuer and the Borrower with the <br /> provisions of the Loan Agreement. <br /> 6. No opinion is expressed herein regarding any other consequences of <br /> ownership of the Notes. We express no opinion as to the validity or enforceability of the <br /> three Mortgages, Security Agreements, Assignments of Rents and Leases and Fixture <br /> Financing Statements nor as to the priority of lien created thereby. <br /> The obligations of the parties, and the enforceability thereof, with respect to the documents <br /> described above are subject, in part, to the provisions of the bankruptcy laws of the United <br /> States of America and to other applicable bankruptcy, insolvency, reorganization, <br /> moratorium, or similar laws relating to or affecting creditors' rights, now or hereafter in <br /> effect. Certain of the obligations, and the enforcement thereof, contained in the Pledge <br /> Agreement and the Loan Agreement axe also subject to general equity principles which may <br /> limit the specific enforcement of certain remedies, but which do not affect the validity of <br /> such documents. <br /> � <br /> �- ����� ��� <<� <br /> M1:1318897.02 <br />