|
(Upon delivery of the Bonds in definitive form, Baker & Daniels,
<br />South Bend, Indiana, bond counsel, proposes to deliver an
<br />• opinion in substantially the form set forth below.)
<br />Re: South Bend Redevelopment Authority Variable Rate Demand Lease Rental
<br />Revenue Bonds of 1994 (College Football Hall of Fame Proiectl
<br />Gentlemen:
<br />We have acted as bond counsel in connection with the issuance by the South Bend Redevelopment Authority
<br />(the "Issuer"), of Seventeen Million Nine Hundred Fifty Thousand Dollars ($17,950,000) aggregate principal amount
<br />of South Bend Redevelopment Authority Variable Rate Demand Lease Rental Revenue Bonds of 1994 (College
<br />1994 the "Bonds"), pursuant to a Indenture
<br />Football Hall of Fame Project) originally dated ~ (
<br />(the "Indenture") between the Issuer and Norwest Bank Indiana, N.A.; as Trustee (the "Trustee"), dated as of June
<br />15, 1994. We have examined a certified transcript of proceedings and such other certificates and documents and
<br />have reviewed such other proceedings and such 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 Bonds, the Issuer and the Trustee and the enforceability
<br />of the Bonds, the Indenture and the Lease (as defined below), may be subject to bankruptcy, insolvency,
<br />reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the
<br />extent constitutionally applicable, and that their enforcement may also be subject to the exercise of judicial discretion
<br />in appropriate cases.
<br />As to questions of fact material to our opinion, we have relied, without undertaking to verify the same by
<br />independent investigation, upon representations, covenants and certifications of the Issuer and public officials
<br />• contained in the Indenture and in the certified transcript of proceedings and other certificates furnished to us. We
<br />have not been engaged or undertaken to review the accuracy, completeness or sufficiency of any offering materials
<br />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 />1. The Issuer is duly created and validly existing as a separate body corporate and politic and as an
<br />instrumentality of the City of South Bend, Indiana, with the power to enter into the Indenture and the Lease
<br />described below, perform the agreements on its part contained therein and issue the Bonds.
<br />2. The lease between the Issuer, as lessor, and the South Bend Redevelopment Commission (the
<br />"Commission"), as lessee, dated as of November 1, 1993, and as amended by the Addendum to Lease between the
<br />Issuer and the Commission dated as of ~ 1994, (the lease as so amended shall be
<br />referred to herein as the "Lease"), has been duly entered into in accordance with the provisions of Indiana Code
<br />36-7-14 (the "Act") and is a valid and binding Lease. All taxable property in the City of South Bend
<br />Redevelopment District (the "District") is subject to ad valorem taxation without limitation as to rate or amount to
<br />pay the Lease rental. The Commission is required by the Act and the Lease annually to levy and appropriate an
<br />amount sufficient to pay the Lease rentals during the term of the Lease.
<br />3. The Issuer has duly authorized, sold, executed and delivered the Bonds and has duly authorized
<br />and executed the Indenture. The Bonds are the valid and binding obligations of the Issuer secured by the Indenture.
<br />4. The interest on the Bonds is excludable pursuant to Section 103 of the Internal Revenue Code of
<br />1986, as amended (the "Code"), from gross income for federal income tax purposes, and the Bonds are not "private
<br />activity bonds" under Section 141 of the Code; however, it should be noted that, with respect to corporations (as
<br />• defined for federal income tax purposes), interest on the Bonds is taken into account in determining adjusted current
<br />earnings for the purpose of computing the alternative minimum tax imposed on such corporations.
<br />B-1
<br />
|