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Birch Horton Bittner & Cherot
a professional corporation
Respond to Anchorage Office
T 907.263.7226 e F 907.276.3680
November 3, 2016
Mayor and Council Members
City of Kodiak, Alaska
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
Alaska Department of Revenue
333 Willoughby Avenue
Juneau, Alaska 99811-0405
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by the City of Kodiak,
Alaska (the "Issuer"), of its $3,485,000 Boat Lift Special Facility Revenue Refunding Bond,
Series 2016A (the "2016A Bond") and $875,000 Boat Lift Special Facility Revenue Refunding
Bond, Series 2016B (the "2016B Bond", and together with the 2016A Bond, the "Bonds"). We
have examined the law and such certified proceedings and other papers as we deem necessary
to render this opinion.
The Bonds are authorized by Resolution Number 07-32 and Resolution 07-33 of the
Issuer, adopted October 25, 2007, Resolution 08-30 of the Issuer, adopted December 11, 2008,
Resolution 2016-30(SUB) and Resolution 31 (SUB) of the Issuer, September 22, 2016 (together,
the "Resolutions"), and is issued under a Loan Agreement dated as of December 1, 2007, a
Loan Agreement dated as of January 1, 2009, 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 2016A 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 $ 85,000 2.00% 2028 $145,000 5.00%
2018 90,000 4.00 2029 205,000 3.00
2019 95,000 4.00 2030 215,000 3.125
2020 100,000 4.00 2031 220,000 3.125
1127 West Seventh Ave. Anchorage, AK 99501-3301 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
a profeSa)tW1 corporation
November 3, 2016
Page 2 of 3
Year Principal Amount Interest Rate
2021 105,000 4.00
2022 110,000 5.00
2023 115,000 5.00
2024 120,000 5.00
2025 125,000 5.00
2026 130,000 5.00
2027 135,000 5.00
Year Principal Amount Interest Rate
2032 225,000 3.250
2033 240,000 3.250
2034 245,000 3.375
2035 250,000 3.375
2036 260,000 3.375
2037 270,000 3.375
The 2016B 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 $30,000 2.00% 2028 $45,000 5.00%
2018 30,000 4.00 2029 40,000 3.00
2019 30,000 4.00 2030 45,000 3.125
2020 30,000 4.00 2031 45,000 3.125
2021 30,000 4.00 2032 50,000 3.250
2022 35,000 5.00 2033 55,000 3.250
2023 35,000 5.00 2034 50,000 3.375
2024 35,000 5.00 2035 55,000 3.375
2025 40,000 5.00 2036 60,000 3.375
2026 40,000 5.00 2037 50,000 3.375
2027 45,000 5.00
The Bonds bear interest from its date payable on December 1, 2016, and semi-annually
thereafter on June 1 and December 1 in each year. The Bonds are subject to optional
redemption prior to maturity as provided in the Resolutions and the Loan Agreement.
As to questions of fact material to our 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 Bonds.
2. The Bonds have been duly authorized and issued in accordance with law,
including the Resolutions, and constitutes a valid, binding special obligation of the Issuer as
Birch Horton Bittner & Cherot
a professional corporation
November 3, 2016
Page 3of3
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 Bonds 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 Bonds in gross
income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.
We express no opinion regarding other federal tax consequences arising with respect to the
Bonds.
It is to be understood that the rights of the owners of the Bonds and the enforceability of
the Bonds, the Loan Agreement, and the Resolutions may be subject to bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors' rights heretofore or
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