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Tab_222t/ Birch Horton Bittner & Cherot a professional corporation Respond to Anchorage Office T 907.263.7226 • F 907.276.3680 November 3, 2016 Mayor & Assembly Members Petersburg Borough, Alaska P. 0. Box 329 Petersburg, Alaska 99833 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, 11 th Floor Juneau, Alaska 99811 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by the Petersburg Borough, Alaska (the "Issuer"), of its $670,000 Service Area I General Obligation Refunding Bond, 2016 Series A (the "Series A Bond") and its $520,000 Service Area I General Obligation Refunding Bond, 2016 Series B (the "Series B Bond" and together with the Series A Bond, the "Bonds"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. The Series A Bond is authorized by Resolution No. 2016-22 of the Issuer and the Series B Bond is authorized by Resolution No. 2016-21 of the Issuer, both adopted September 6, 2016 (together, the "Resolutions"). The Series A Bond is issued pursuant to a Loan Agreement dated as of January 1, 2007, as amended by an Amendatory Loan Agreement dated October 18, 2016, between the Issuer and the Alaska Municipal Bond Bank, and the Series B Bond is issued pursuant to a Loan Agreement dated as of October 1, 2000, as amended by an Amendatory Loan Agreement dated as of January 1, 2007, and an amendatory Loan Agreement dated October 18, 2016 between the Issuer and the Alaska Municipal Bond Bank (together, the "Loan Agreements"). The Bonds are registered in form and are dated November 3, 2016. The Series A Bond matures on December 1 in each of the years in the respective principal amounts, and bears interest at the rates, as follows: 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 professional corporation November 3, 2016 Page 2 of 3 Principal Principal Year Amount Interest Rate Year Amount Interest Rate 2016 $ 5,000.00 2.00% 2022 $ 65,000.00 5.00% 2017 55,000.00 2.00 2023 70,000.00 5.00 2018 60,000.00 4.00 2024 70,000.00 5.00 2019 60,000.00 4.00 2025 75,000.00 5.00 2020 65,000.00 4.00 2026 80,000.00 5.00 2021 65,000.00 4.00 The Series B Bond matures on December 1 in each of the years in the respective principal amounts, and bears interest at the rates, as follows: Principal Principal Year Amount Interest Rate Year Amount Interest Rate 2017 $120,000.00 2.00% 2019 $130,000.00 4.00% 2018 130,000.00 4.00 2020 140,000.00 4.00 The Bonds bear interest from their date payable on December 1, 2016 and semi- annually thereafter on June 1 and December 1 in each year. The Bonds are not subject to optional redemption prior to maturity. 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 Bonds are the valid and legally binding general obligations of Petersburg Borough Service Area I for the payment of the principal and interest of which the Issuer has the power and is obligated to levy taxes upon all taxable property in Petersburg Borough Service Area I without limitation as to rate or amount and for the payment of which the full faith and credit of Service Area I are pledged. 2. The Loan Agreements have been duly authorized, executed and delivered by, and constitute binding agreements in accordance with their terms of, the Issuer, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting the enforcement of creditors' rights generally, or general principles of equity. 3. 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; however, interest on the Bonds is taken into account in determining adjusted current earnings for the purpose of computing alternative Birch Horton Bittner & Cherot a pmfassional corporation November 3, 2016 Page 3 of 3 minimum tax under Section 55 of the Internal Revenue Code of 1986 (the "Code"). The opinion set forth in the preceding sentence is subject to the conditions that the Issuer comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds 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. Sincerely, BIRCH HORTON BITTNER & CHEROT