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APPENDIX A <br />~, <br />[STADIUM OPINION] <br />1988 <br />Re: South Bend Redevelopment Authority. <br />Taxable Lease Rental Revenue Bonds <br />_ (Coveleski Stadium Proiect~ <br />Gentlemen: <br />We have acted as bond counsel in connection with the <br />issuance by the South Bend Redevelopment Authority (the "Issuer") <br />of Five Million Six Hundred Eighty-five Thousand Dollars <br />($5,685,000) aggregate principal amount of South Bend <br />Redevelopment Authority Taxable Lease Rental Revenue Bonds <br />(Coveleski Stadium Project) originally dated 1, <br />1988 (the "Bonds"), pursuant to a Trust Agreement (the "Trust <br />Agreement") between the Issuer and First Interstate Bank of <br />Northern Indiana., N.A., as Trustee (the "Trustee"), dated as of <br />June 1, 1988. We have examined a certified transcript of <br />proceedings and such other certificates and documents and have <br />reviewed such other proceedings and such questions of law as we <br />have deemed necessary as a basis for this opinion. <br />It is understood that the rights of the holders of the <br />Bonds and the enforceability of the Bonds and the Trust <br />Agreement, as well as the rights of the Issuer and the Trustee <br />.and the enforceability of the Lease between the Issuer, as <br />lessor, and the South Bend Redevelopment Commission (the <br />"Commission"), as lessee, dated as_of June 1, 1988, may be <br />subject to bankruptcy, insolvency, reorganization, rearrangement, <br />receivership, moratorium and other laws and matters of public <br />policy affecting creditors'. rights heretofore or hereafter <br />enacted to the extent constitutionally applicable and that their <br />enforcement may also be subject to the exercise of judicial <br />discretion and general principles of equity in appropriate cases. <br />