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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