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Tab_264LANDYiE BENNETT BLUMSTEIN LLP ATTORNEYS November 3, 2016 Mayor and City Council Members City of Wasilla 290 East Herning Avenue Wasilla, Alaska 99654 Board of Directors Alaska Municipal Bond Bank Alaska Department of Revenue 333 Willoughby Avenue Juneau, Alaska 998110405 RBC Capital Markets, LLC Two Embarcadero Center, Suite 2100 San Francisco, California 94111 Ladies and Gentlemen: We are the duly appointed City Attorneys of the City of Wasilla, Alaska (the "Issuer"). This opinion is given in connection with issuance and sale by the Issuer of its $815,000 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 April 1, 1998, 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), 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 LI Oregon: 1300 Southwest Fifth Avenue, Suite 3500 ° Portland, Oregon 97201 Tel: 503.224.4100 Fax: 503.224.4133 LANDYE BENNETT BLUMSTEIN LLP ATTORNEYS 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 Bond, or many 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, or in any way contesting or affecting the validity or enforceability of the Bond or the Loan Agreement. Best regards, LANDYB BENNET BLUMSTEIN LLP Tt1 505780\158\00551175 2