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Failure to comply with certain of such requirements may cause interest on the Bonds to be <br /> included in gross income for federal income tax purposes and taxable net income for Minnesota income <br /> tax purposes retroactively to the date of issuance of the Bonds. We express no opinion regarding tax <br /> consequences arising with respect to the Bonds other than as expressly set forth herein. <br /> 4. The rights of the owners of the Bonds and the enforceability of the Bonds may be limited <br /> by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditor's rights <br /> generally and by equitable principles,whether considered at law or in equity. <br /> We have not been asked and have not undertaken to review the accuracy, completeness or <br /> sufficiency of the Official Statement or other offering material relating to the Bonds, and accordingly we <br /> express no opinion with respect thereto. <br /> This opinion is given as of the date hereof and we assume no obligation to update, revise, or <br /> supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention <br /> or any changes in law that may hereafter occur. <br /> Dated at Minneapolis,Minnesota,July ,2016. <br /> I-2 <br /> 154 <br />