5.2a ERMUSR 04-13-2021 - Laserfiche WebLink

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APPENDIX I PROPOSED FORM OF LEGAL OPINION 150 South Fifth Street Offices in Minneapolis, MN 55402 Minneapolis (612) 337-9300 telephone (612) 337-9310 fax Saint Paul www.kennedy-graven.com Affirmative Action, Equal Opportunity Employer St. Cloud $12,620,000* Electric Revenue Bonds, Series 2021B City of Elk River Elk River Municipal Utilities Commission We have acted as bond counsel in connection with the issuance by the City of Elk River, Minnesota, and the Elk River Municipal Utilities Commission (collectively, the “Issuer”), of Electric Revenue Bonds, Series 2021B (the “Bonds”), originally dated the date hereof, and issued in the original aggregate principal amount of $12,620,000*. In such capacity and for the purpose of rendering this opinion we have examined certified copies of certain proceedings, certifications and other documents, and applicable laws as we have deemed necessary. Regarding questions of fact material to this opinion, we have relied on certified proceedings and other certifications of public officials and other documents furnished to us without undertaking to verify the same by independent investigation. Under existing laws, regulations, rulings and decisions in effect on the date hereof, and based on the foregoing we are of the opinion that: 1.The Bonds have been duly authorized and executed and are valid and binding special revenue obligations of the Issuer, enforceable against the Issuer 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 April 13, 2021, and a concurring resolution of the City Council on March 15, 2021, the Bonds constitute a first and prior parity lien upon the net revenues of the electricutility 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 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 complywith 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. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes and taxable net income for Minnesota income tax purposes retroactively to the date of issuance of the Bonds. We express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein. 4.The rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights generally and by equitable principles, whether considered at law or in equity. I-1 302