Tab_168Birch 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 are the duly appointed City Attorneys of the City of Kodiak, Alaska (the "Issuer").
This opinion is given in connection with issuance and sale by 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"). The Bonds are being sold to the Alaska Municipal
Bond Bank (the "Bond Bank") pursuant to a Loan Agreement dated as of December 1, 2007, as
amended by an Amendatory Loan Agreement dated October 18, 2016, and a Loan Agreement
dated as of January 1, 2009, as amended by an Amendatory Loan Agreement dated October
18, 2016 (together, the "Loan Agreements"), between the Bond Bank and the Issuer.
We are of the opinion that:
1. The execution and delivery of the Loan Agreements and the performance by the
Issuer of the terms and conditions of the Loan Agreements, including the issuance, sale and
delivery of the Bonds, 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 and
the Home Rule Charter of the Issuer), 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 their respective
offices, or seeking to restrain or enjoin the issuance, sale or delivery of the Bonds, or in any
manner questioning the authority or proceedings for the authorization or issuance of the Bonds,
or the right of the Issuer to collect revenues and other moneys pledged or to be pledged to pay
1127 West Seventh Ave. Anchorage, AK 99501-3301 1156 15th St. NW., Ste. 1020, Washington, D.C. 20005-1754
T 907.276.1550• 800.478.1550 • F 907.276.3680 T 202.659.5800 F 202.659.1027
Birch Horton Bittner & Cherot
cprofes.icna1 corporation
November 3, 2016
Page 2 of 2
the principal of and interest on the Bonds, or the pledge thereof, in any way contesting or
affecting the validity or enforceability of the Bonds or the Loan Agreements.
Sincerely,
BIRCH HORTON BITTNER & CHEROT