5.4. ERMUSR 02-20-2007 - Laserfiche WebLink

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BROOKINGS-TWIN CITIES DEVELOPMENT PROJECT AGREEMENT ATTACHMENT 6 PARTICIPANT OPINION In accordance with Section 301 of this Agreement, the Participant shall furnish CMMPA with an opinion by an attorney or firm of attorneys to the effect that: (a) Valid Existence. The Participant is a municipal corporation or other eligible person or entity duly created and validly existing pursuant to the Constitution and Statutes of the State of Minnesota or other State of the United States, or is otherwise organized and authorized as a Participant. (b) Performance. The Participant has full legal right and authority to enter into this Agreement and to carry out its obligations hereunder. (c) Rates and Charges. The Participant has full legal right and authority to fix, impose and collect rates and charges, and such rates and charges are not subject to the regulatory jurisdiction of any State government, local government (other than that of the Participant), or regulatory authority. (d) Ownership of Electric Distribution System. The Participant has legal title to and the beneficial interest in and is beneficially possessed of the electric utility system or integrated utility system such Participant owns, maintains, and operates. (e) Authorization, Execution. At meetings duly called and held at which quorums were present and acting throughout, the governing body of the Participant duly approved this Agreement and its execution and delivery on behalf of the Participant, this Agreement has been duly authorized, executed and delivered by the appropriate officers of the Participant, and assuming that CMMPA has all the requisite power and authority to execute and deliver, and has duly authorized, executed and delivered, this Agreement, this Agreement constitutes the legal, valid and binding obligation of the Participant in accordance with its terms subject, however, to the effect of, and to restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally. No opinion need be rendered as to the availability of any particular remedy. (f) No Violation, Etc. The execution and delivery of this Agreement by the Participant, the performance by the Participant of its obligations hereunder and the consummation of the transactions contemplated herein do not and will not contravene any provision of the Charter or Certificate of Incorporation or any other organizational document of the Participant and any amendment thereto under which the Participant is organized and presently operating or any existing law or any existing order, injunction, judgment, decree, rule or regulation of any court or administrative agency having jurisdiction over the Participant or its property or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any existing bond C:\Documents and Settings\Bryan\Local Settings\Temporary Internet Files\OLK53\Cap X Brookings 2-12-07 41 clean.doc