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APPENDIX I <br />PROPOSED FORM OF LEGAL OPINION. <br />1990 <br />Re: South Bend Redevelopment Authority-Lease Rental <br />Revenue-Bonds (South Bend-Central Development <br />Area Public Improvement Project) <br />Gentlemen: <br />We have acted as bond counsel in connection with the <br />issuance by the South Bend Redevelopment Authority {the <br />"Issuer"), of Four Million Eight Hundred Ninety-Five Thousand <br />Dollars ($4,895,000) aggregate principal amount of South Bend <br />Redevelopment Authority Lease Rental Revenue Bonds (South Bend <br />Central Development Area Public Improvement Project) originally <br />• dated- 1, 1990 (the "Bonds"), pursuant to a Trust <br />Agreement (the "Trust Agreement") between the Issuer and First <br />Interstate Bank of Northern Indiana, N.A., as-Trustee (the <br />"Trustee"), dated as of November 1, 1989. We have examined a <br />certified transcript of proceedings and such other certificates <br />and documents and have reviewed such other proceedings and such- <br />questions of law as we have deemed necessary as a basis for this <br />opinion. <br />It is understood-that the rights of the holders of the <br />Bonds, the Issuer and the Trustee and the enforceability of the <br />Bonds, the Trust Agreement and the Lease (as defined below), are <br />subject to bankruptcy, insolvency, reorganization, rearrangement, <br />receivership, moratorium and other laws and matters ofpublic <br />policy affecting creditors' rights heretofore or hereafter <br />enacted to the extent constitutionally applicable, to the <br />exercise of judicial discretion and general principles of equity: <br />in appropriate cases, and to the qualification that the: <br />enforcement of certain rights and remedies maybe limited by the <br />laws of the State of Indiana. <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 <br />Agreement and in the certified transcript of proceedings and <br />• other certificates furnished to us, including the Issuer's tax <br />covenants and representations. We have not been engaged or <br />I-1 <br />