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EXHIBIT A <br /> FORM OF OPINION OF COUNSEL TO THE OWNER <br /> April [ ], 2020 <br /> The Sturges Company <br /> Naples, Florida <br /> The Huntington National Bank, as Trustee <br /> Indianapolis, Indiana <br /> Faegre Drinker Biddle& Reath LLP <br /> Indianapolis, Indiana <br /> City of South Bend, Indiana <br /> Hobart, Indiana <br /> Merchants Capital Corp. <br /> Carmel, Indiana <br /> Re: $4,100,000 City of South Bend, Indiana Multifamily Housing Revenue Bonds, Series <br /> 2020A(Cedar Glen Apartments Project) <br /> Ladies and Gentlemen: <br /> We have acted as counsel to MAH Cedar Glen, LP, an Indiana limited partnership (the <br /> "Owner"), in connection with the issuance of the above-referenced bonds (the "Bonds") by the <br /> City of South Bend, Indiana(the"Issuer"). <br /> Capitalized terms used but not defined herein have the meanings assigned to them in the <br /> Indenture or the Bond Purchase Agreement. <br /> In our capacity as such counsel, in rendering the opinions set forth below, we have <br /> examined, among other things, originals or copies, certified or otherwise identified to our <br /> satisfaction, of the following documents: (i) the Official Statement, dated [SALE DATE], 2020, <br /> of the Issuer relating to the Bonds (the "Official Statement"); (ii) the Regulatory Agreement and <br /> Declaration of Restrictive Covenants, among the Issuer, The Huntington National Bank, as <br /> trustee (the "Trustee") and the Owner, dated as of April 1, 2020 (the "Regulatory Agreement"); <br /> (iii) the Loan Agreement, dated as of April 1, 2020 (the "Loan Agreement"), duly executed by <br /> the Issuer, the Owner, and the Trustee; (iv) the Bond Purchase Agreement, dated [SALE DATE], <br /> 2020, among the Issuer, the Underwriter named therein and the Owner (the "Bond Purchase <br /> Agreement"); (v) the Continuing Disclosure Agreement, dated as of April 1, 2020, between the <br /> Owner and the Trustee; and (vi) such other documents, certificates and instruments as we have <br /> deemed necessary for the purposes of reaching the opinion expressed herein. We have also <br /> relied as to matters of fact upon a certificate of the Owner and examined certain other certificates <br /> and documents. <br /> In such examination, we have assumed the genuineness of all signatures (other than those <br /> relating to the Owner), the authenticity of all documents submitted to us as originals, and the <br /> A-1 <br />