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Tab_94BOYD, CHANDLER & FALCONER, LLP ATTORNEYS AT LAW SUITE 302 911 WEST EIGHTH AVENUE ANCHORAGE, ALASKA 99501 TELEPHONE: (907) 272-8401 FACSIMILE: (907) 274-3698 bcf@bcfakiaw.com November 3, 2016 Mayor and Council Members City of Dillingham, Alaska P0 Box 889 102 Division Street Dillingham, Alaska 99576 Board of Directors Alaska Municipal Bond Bank Alaska Department of Revenue 333 Willoughby Avenue Juneau, Alaska 99811-0405 RBC Capital Markets, LLC Two Embarcadero Center, Suite 2100 San Francisco, California 94111 Ladies and Gentlemen: We are the duly appointed City Attorneys of the City of Dillingham, Alaska (the "Issuer"). This opinion is given in connection with issuance and sale by the Issuer of its $8,425,000 General Obligation Refunding Bond, 2016 Series A (the "Bond"). The Bond is being sold to the Alaska Municipal Bond Bank (the "Bond Bank") pursuant to a Loan Agreement dated as of April 1, 2008, as amended by an Amendatory Loan Agreement dated October 18, 2016 (together, the "Loan Agreement"), between the Bond Bank and the Issuer. We are of the opinion that: 1. The execution and delivery of the Loan Agreement and the performance by the Issuer of the terms and conditions of the Loan Agreement, including the issuance, sale, and delivery of the Bond, do not and will not conflict with or constitute a breach of, or a default under, any existing law (including, without limitation, the Constitution of the State of Alaska), any court or administrative regulation, decree, or order, or any agreement, indenture, mortgage, lease, or other instrument to which the Issuer is a party or is otherwise subject or bound. 2. No litigation is pending, or to our knowledge threatened, against the Issuer in any court affecting the corporate existence of the Issuer, or the titles of its officers to 506268\2\00551232 October 26, 2016 Page 2 of 2 their respective offices, or seeking to restrain or enjoin the issuance, sale or delivery of the Bond, or in any manner questioning the authority or proceedings for the authorization or issuance of the Bond, or the right of the Issuer to levy and collect taxes pledged or to be pledged to pay the principal of and interest on the Bond, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bond or the Loan Agreement. Very truly yours, BOYD, CHANDLER & FALCONER, LLP By: C s A. Cacciola City Attorney 506268\2\00551232