Tab_223LAW OFFICES
BRENNAN m HEIDEMAN
A PROFESSIONAL CORPORATION
FROM THE DESK OF:
SARA E. HEJDEMAN
ATTORNEY AT LAW
sheideman@law-alaska.com
November 3, 2016
Mayor and Members of
the Borough Assembly
Petersburg Borough
P. 0. Box 329
12 South Nordic Drive
Petersburg, Alaska 99833
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 Petersburg Borough, Alaska
(the "Issuer"). This opinion is given in connection with issuance and sale by the Issuer
of its $670,000 Service Area 1 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").
The Bonds are being sold to the Alaska Municipal Bond Bank (the "Bond Bank")
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 as amended by an
Amendatory Loan Agreement dated October 18, 2016, and a Loan Agreement dated as
of January 1, 2007, 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
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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,
provided that the obligations created by the Bonds and Loan Agreements are the
obligations of Borough Service Area 1 only, and not a general obligation of the Borough,
and provided that the full faith and credit of Borough Service Area I only is being
pledged, and not the full faith and credit of the Borough. The limitation of the bond
obligations and pledges to Borough Service Area I only must apply notwithstanding any
contrary lanauaae contained in Borouah Resolutions #2016-21 and #2016-22 or the
October 2016 Amendatory Loan Agreements.
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 levy and collect
taxes pledged or to be pledged to pay 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.
Very truly yours,
BRENNAN & HEIDEMAN
Sara E. Heideman