Tab_156Birch Horton Bittner & Cherot
a professional corporation
Respond to Anchorage Office
1 907.263.7226 e F 907.276.3680
November 3, 2016
Mayor and Council Members
City of Kodiak
710 Mill Bay Road
Kodiak, Alaska 99615
RBC Capital Markets, LLC
Two Embarcadero Center, Suite 2100
San Francisco, California 94111
Board of Directors
Alaska Municipal Bond Bank
Department of Revenue
333 Willoughby Avenue, 11th Floor
Juneau, Alaska 99811
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by the City of Kodiak,
Alaska (the "Issuer"), of its $1,680,000 Harbor Revenue Refunding Bond, Series 2016A (the
"Bond"). We have examined the law and such certified proceedings and other papers as we
deem necessary to render this opinion.
The Bond is authorized by Resolution Number 07-30 of the Issuer, adopted October 25,
2007, and Resolution 2016-32(SUB) of the Issuer, adopted September 22, 2016 (together, the
"Resolutions"), and is issued under a Loan Agreement dated as of December 1, 2007, as
amended by an Amendatory Loan Agreement dated as of October 18, 2016 (together, the "Loan
Agreement"), between the Issuer and the Alaska Municipal Bond Bank.
The Bond is registered in form, is dated November 3, 2016, matures on December 1 in
each of the years in the respective principal amounts, and bears interest at the rates, as follows:
Year Principal Amount Interest Rate Year Principal Amount Interest Rate
2017 $55,000 2.00% 2028 $ 85,000 5.00%
2018 50,000 4.00 2029 90,000 3.00
2019 55,000 4.00 2030 90,000 3.125
2020 55,000 4.00 2031 95,000 3.125
2021 60,000 4.00 2032 100,000 3.250
2022 60,000 5.00 2033 100,000 3.250
2023 65,000 5.00 2034 100,000 3.375
2024 65,000 5.00 2035 110,000 3.375
1127 West Seventh Ave. Anchorage, AK 99501-3301 1 1156 15th St. N.W., Ste. 1020, Washington, D.C. 20005-1754
T 907.276.1550 • 800.478.1550 • F 907.276.3680 1 T 202.659.5800 • F 202.659.1027
Birch Horton Bittner & Cherot
iprofecsiona! corporation
November 3, 2016
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Year Principal Amount Interest Rate Year Principal Amount Interest Rate
2025 70,000 500 2036 110,000 3.375
2026 75,000 5.00 2037
115,000 3.375
2027 75,000 5.00
The Bond bears interest from its date payable on December 1, 2016 and semi-annually
thereafter on June 1 and December 1 in each year. The Bond is subject to optional redemption
prior to maturity as provided in the Resolutions and the Loan Agreement.
As to questions of fact material to ( r opinion, we have relied upon the certified
proceedings and other certifications of public officials furnished to us without undertaking to
verify the same by independent investigation.
Based upon the foregoing, we are of the opinion that, under existing law:
1. The Issuer is duly created and validly exists as a municipal corporation of the
State of Alaska, with the corporate power to adopt the Resolutions and execute and deliver the
Loan Agreement, and authorize and issue the Bond.
2. The Bond has been duly authorized and issued in accordance with law, including
the Resolutions, and constitutes a valid, binding special obligation of the Issuer as provided in
the Resolutions, enforceable in accordance with its terms, payable solely from the 2016A Bond
Fund.
3. The Resolutions create a valid, duly perfected first priority lien upon the 2016A
Bond Fund subject to no prior lien.
4. The Loan Agreement has been duly authorized, executed, and delivered by, and
constitutes a binding agreement in accordance with its terms of, the Issuer.
5. The interest on the Bond is excluded from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum
tax imposed on individuals and corporations. The opinion set forth in the preceding sentence is
subject to the conditions that the Issuer comply with all requirements of the Internal Revenue
Code of 1986 that must be satisfied subsequent to the issuance of the Bond in order that
interest thereon be, or continue to be, excluded from gross income for federal income tax
purposes. The Issuer has covenanted to comply with each such requirement. Failure to comply
with certain of such requirements may cause the inclusion of interest on the Bond in gross
income for federal income tax purposes to be retroactive to the date of issuance of the Bond.
We express no opinion regarding other federal tax consequences arising with respect to the
Bond.
It is to be understood that the rights of the owners of the Bond and the enforceability of
the Bond, the Loan Agreement, and the Resolutions may be subject to bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors' rights heretofore or
Birch Horton Bittner & Cherot
a professional corporation
November 3, 2016
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hereafter enacted to the extent constitutionally applicable and that its enforcement also may be
subject to the exercise of judicial discretion in appropriate cases.
Sincerely,
BIRCH HORTON BITTNER & CHEROT
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