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any offering materials relating to the Bonds, and we express no <br />opinion relating thereto. <br />Based upon the foregoing, we are of the opinion,-under <br />existing law, as follows: <br />1. The Issuer is duly created. and validly existing as <br />a separate body corporate and politic and as an instrumentality of <br />the City of South Bend, Indiana, with the power to enter into the <br />Trust Agreement and the Lease described below, perform the <br />agreements on its part contained therein and issue the Bonds. <br />2. The lease between the Issuer, as lessor, and the <br />South Bend Redevelopment Commission (the "Commission"), as lessee, <br />dated as of June 1, 1988, and as amended by the Addendum to Lease <br />between the. Issuer and the Commission dated as of November 1, 1991 <br />(the lease, as so amended, shall be referred to herein as the <br />"Lease"), has been duly entered into in accordance with the <br />provisions of Indiana Code 36-7-14 (the "Act") and is a valid and <br />binding Lease. All taxable property in the City of South Bend. <br />Redevelopment District (the "District"} is subject to ad valorem <br />taxation without limitation as to rate or amount to pay the Lease <br />rental. The Commission is required by the Act and the Lease <br />annually to levy and appropriate an amount sufficient to pay the <br />Lease rentals during the term of the Lease. <br />3. The Issuer has duly authorized, sold, executed and <br />delivered the Bonds and has duly authorized and executed the Trust <br />• Agreement. The Bonds are the valid and binding obligations of the <br />Issuer secured by the Trust Agreement. <br />4. The interest on the Bonds is exempt from taxation <br />in the State of Indiana for all purposes except the Indiana <br />financial -inst-itutions tax and the Indiana inheritance tax. <br />Very truly yours, <br />• <br />