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<br /> <br />FORM OF LEGAL OPINION <br />Re: South Bend Redevelopment Authority Taxable Lease <br />Rental Revenue Bonds tPalais Royale Project) <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 One Million Four Hundred Ten Thousand Dollars ($1,410,000) <br />aggregate principal amount of South Bend Redevelopment Authority <br />Taxable Lease Rental Revenue Bonds (Palais Royale Project) <br />originally dated 1, 1992 (the "Bonds"), pursuant to <br />a Trust Agreement (the "Trust Agreement") between the Issuer and <br />Norwest Bank Indiana, N.A., as Trustee (the "Trustee"), dated as <br />of June 1, 1992. 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, the Issuer and the Tria~tee~ and the enforceability of the <br />Bonds, the Trust Agreement and the Lease (as defined below), may <br />be subject to bankruptcy, insolvency, reorganization, moratorium <br />and other similar laws affecting creditors' rights heretofore or <br />hereafter enacted to the extent constitutionally applicable, and <br />that their enforcement may also be subject to the exercise of <br />judicial discretion in appropriate cases. <br />As to questions of fact material to our opinion, we have <br />relied, without undertaking to verify the same by independent <br />investigation, upon representations, covenants and certifications <br />of the Issuer and public officials contained.in the Trust Agreement <br />and in the certified transcript of proceedings and other <br />certificates furnished to us. We have not been engaged or <br />undertaken to review the accuracy, completeness or sufficiency of <br />