Tab_212LANDYE BENNETT
BLUMSTEIN LLP
ATTORNEYS
November 3, 2016
Mayor and Assembly Members
Northwest Arctic Borough
P.O. Box 1110
Kotzebue, Alaska 99752
Board of Directors
Alaska Municipal Bond Bank
Alaska Department of Revenue
333 Willoughby Avenue
Juneau, Alaska 99811-0405
RBC Capital Markets, LLC
Two Embarcadero Ctr., Suite 2100
San Francisco, California 94111
Ladies and Gentlemen:
We are the duly appointed Borough Attorneys of the Northwest Arctic Borough,
Alaska (the "Issuer"). This opinion is given in connection with issuance and sale by the
Issuer of its $4,470,000 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 August 1, 2001 as amended by an Amendatory
Loan Agreement dated as of January 1, 2007, and 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 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.
Alaska: 701 West Eighth Avenue, Suite 1200 Anchorage, Alaska 99501 Tel: 907276.5152 • Fax: 907.276.8433
I L Oregon: 1300 Southwest Fifth Avenue, Suite 3500 Portland, Oregon 97201 • Tel: 503.224.4100 • Fax: 503,224.4133
LANDYE BENNETT
BLUMSTEIN LLP
ATTORNEYS
November 3, 2016
Page 2
2. Except for the litigation captioned Teck Alaska Incorporated v. Northwest
Arctic Borough, Case No. 2KB- 16-13 CI, which challenges the authority of the Borough
to levy a severance tax on the production of the Red Dog Mine, 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 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, in any way contesting or affecting the validity
or enforceability of the Bond or the Loan Agreement.
Best regards,
LANDYE BENNETT BLUMSTEIN LLP
WS 505729\1 2\00550641