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FORM OF BONT~ COUNSEL OPINION <br />Upon delivery of the Refunding Bonds, Baker & Daniels, Bond Counsel, <br />proposes to deliver an opinion in substantially the following form. <br />,1998 <br />South Bend Redevelopment Authority <br />South Bend, Indiana <br />Re: South Bend Redevelopment Authority Lease Rental Revenue <br />Refunding Bonds of 1998 (Blackthorn Golf Course Projectl <br />Ladies and Gentlemen: <br />We have acted as bond counsel in connection with the issuance by the South Bend <br />Redevelopment Authority (the "Issuer") of Million Thousand and <br />00/100 Dollars ($ .00) aggregate principal amount of South Bend Redevelopment <br />Authority Lease Rental Revenue Refunding Bonds of 1998 (Blackthorn Golf Course Project) <br />originally dated , 1998 (the "Bonds"), pursuant to a Trust Agreement- (the "Trust <br />Agreement") between the Issuer and Norwest Bank Indiana, N.A., as Trustee (the "Trustee"), <br />dated as of November 1, 1998. We have examined a certified transcript of proceedings and <br />such other certificates and .documents and .have reviewed such other proceedings,-and such <br />questions of law as we have deemed necessary as a basis for this opinion. <br />It is understood that the rights of the holders of the Bonds, the Issuer and the Trustee and <br />the enforceability of the Bonds, the Trust Agreement and the Lease (as defined below), may be <br />subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting <br />creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and <br />that their enforcement may also be subject to the exercise of judicial discretion in appropriate <br />cases. <br />As to questions of fact material to our opinion, we have relied, without undertaking to <br />verify the same by independent investigation, upon representations, covenants and <br />certifications of the Issuer and public officials contained in the Trust Agreement and in the <br />certified transcript of proceedings and other certificates furnished to us. We have not been <br />engaged or undertaken to review the accuracy, completeness or sufficiency of any offering <br />materials relating to the Bonds, and we express no opinion relating thereto. <br />• Based upon the foregoing, we are of the opinion, under existing law, as follows: <br />