5.1. ERMUSR 06-14-2016 - Laserfiche WebLink

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APPENDIX I PROPOSED FORMS OF LEGAL OPINIONS `_ £`Offices in 470 U.S.Bank Plaza Kele ' 200 South Sixth Street Minneapolis Minneapolis MN 55402 Saint Paul (612)337-9300 telephone •` (612)337-9310 fax I . St.Cloud httu://www.kennedv-graven.com Affirmative Action Equal Opportunity Employer CHARTERED $10,000,000 Electric Revenue Bonds, Series 2016A City of Elk River Elk River Municipal Utilities Commission Sherburne County,Minnesota We have acted as bond counsel in connection with the issuance by the City of Elk River, Sherburne County, Minnesota, and the Elk River Municipal Utilities Commission (collectively, the "Issuer"), of Electric Revenue Bonds, Series 2016A, originally dated the date hereof, in the total principal amount of $10,000,000. For the purpose of rendering this opinion we have examined certified copies of certain proceedings taken by the Issuer in the authorization, sale and issuance of the Bonds, including the form of the Bonds, and certain other proceedings and documents furnished by the Issuer. From our examination of such proceedings and other documents,assuming the genuineness of the signatures thereon and the accuracy of the facts stated therein and continuing compliance by the Issuer with its covenants to comply with the Internal Revenue Code of 1986, as amended, and based upon laws, regulations, rulings and decisions in effect on the date hereof,it is our opinion that: 1. The Bonds are in due form, have been duly executed and delivered, and are valid and binding special revenue obligations of the Issuer,enforceable in accordance with their terms,except as such enforcement may be limited by Minnesota or United States laws relating to bankruptcy, reorganization, moratorium or creditors'rights. 2. As provided in a resolution adopted by the Municipal Utilities Commission on June 14,2016,and a concurring resolution of the City Council on May 16,2016,the Bonds constitute a first and prior parity lien upon the net revenues of the electric utility plant and system in accordance with and subject to the provisions of the resolutions. 3. Interest on the Bonds is excludable from gross income of the recipient for federal income tax purposes and, to the same extent, is excludable from taxable net income of individuals, trusts, and estates for Minnesota income tax purposes, and is not a preference item for purposes of the computation of the federal alternative minimum tax, or the computation of the Minnesota alternative minimum tax imposed on individuals, trusts and estates. However, such interest is taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on certain corporations and is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. The opinion set forth in this paragraph is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes and from taxable net income for Minnesota income tax purposes. The Issuer has covenanted to comply with all such requirements. I-1 153