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<br />APPENDIX J <br />2200 FIRST NATIONAL BANK BUILDING <br />332 MINNESOTA STREET <br />SAINT PAUL, MINNESOTA 55101 <br />TELEPHONE (651)223-6600 <br />FACSIMILE (651) 22.3-6450 <br /> <br />BRIGGS AND MORGAN <br /> <br />PROFESSIONAL ASSOCIATION <br /> <br />WRITER'S DIRECT DIAL <br /> <br />PROPOSED FORM OF LEGAL OPINION <br /> <br />WRITER'S E-MAIL <br /> <br />$ <br />GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS <br />SERIES 1999B <br />CITY OF ELK RIVER <br />SHERBURNE COUNTY, MINNESOTA <br /> <br />We have acted as bond counsel in connection with the <br />issuance by the City of Elk River, Sherburne County, Minnesota (the <br />"City"), of its $ General Obligation Improvement <br />Refunding Bonds, Series 1999B, bearing November I, 1999, as the <br />date of their original issue (the "Bonds"). We have examined the <br />law and such certified proceedings and other documents as we deem <br />necessary to render this opinion. <br /> <br />We have not been engaged or undertaken to review the <br />accuracy, completeness or sufficiency of the Official Statement or <br />other offering ma.ferial relating to the Bonds, and we express no <br />opinion relating thereto. <br /> <br />As to questions of fact material to our opinion, we have <br />relied upon the certified proceedings and other certifications of <br />public officials furnished to us without undertaking to verify the <br />same by independent investigation. <br /> <br />Based upon such examinations, and assuming the <br />authenticity of all documents submitted to us as originals, the <br />conformity to original documents of all documents submitted to us <br />as certified or photostatic copies and the a.uthenticity of the <br />originals of such documents, and the accuracy of the statements of <br />fact contained in such documents, and based upon present Minnesota <br />and federal laws (which excludes any pending legislation which may <br />have a retroactive effect on or before the date hereof), <br />regulations, rulings and decisions, it is our opinion that: <br /> <br />(1) The proceedings show lawful authority for the issuance of <br />the Bonds according to their terms under the Constitution and laws <br />of the State of Minnesota now in force. <br /> <br />1080030.1 <br /> <br />MINNEAPOLIS OFFICE ~ IDS CENTER" www.BRIGGS.COM <br />MEMBER - LEX MUNDI, A GLOBAL ASSOCIATION OF INDEPENDENT LAW FIRMS <br />