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within the knowledge of the Issuer and the Borrower. Our opinion represents our legal judgment <br /> based upon our review of the law and the facts that we deem relevant to render such opinion and <br /> is not a guarantee of a result. This opinion is given as of the date hereof and we assume no <br /> obligation to revise or supplement this opinion to reflect any facts or circumstances that may <br /> hereafter come to our attention or any changes in law that may hereafter occur. <br /> This letter is furnished by us in our capacity as bond counsel to the Borrower and is <br /> subject to the following matters, which by your acceptance of this letter you recognize and <br /> acknowledge: (1)that we have not been engaged to act, and have not acted, as your counsel for <br /> any purpose in connection with the issuance of the Bonds; (2) that no attorney-client relationship <br /> exists or has at any time existed between us in connection with the Bonds or by virtue of this <br /> letter; and (3) that this letter is based upon our review of proceedings and other documents <br /> undertaken as part of our engagement with the Borrower, and in order to deliver this letter we <br /> neither undertook any duties or responsibilities to you nor conducted any activities in addition to <br /> those undertaken or conducted for the benefit of, and requested by, the Borrower. Consequently, <br /> we make no representation that our review has been adequate for your purposes. <br /> In rendering our opinion, we wish to advise you that the enforceability of the Bond <br /> Purchase Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or <br /> other similar laws affecting creditors' rights heretofore or hereinafter enacted to the extent <br /> constitutionally applicable, and their enforcement may also be subject to the exercise of judicial <br /> discretion in appropriate cases. <br /> On the date hereof, we rendered to the Issuer our bond counsel opinion which, among <br /> other things, approved the validity of the issuance of the Bonds. You are authorized to rely on <br /> said opinion as if addressed to you. <br /> This letter is furnished by us solely for your benefit and may not be relied upon by any <br /> other persons. This letter is not to be used, circulated, quoted, or otherwise referred to or relied <br /> upon for any other purpose of by any other person. This letter is not intended to be relied upon <br /> by the holders of the Bonds. <br /> Very truly yours, <br /> FAEGRE DRINKER BIDDLE&REATH LLP <br /> B-3 <br />