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Tab_270CERTIFICATE OF THE DEPARTMENT OF LAW AS TO I GATION AND OTHER MATTERS ERS $109,835,000 ALASKA MUNICIPAL BOND BANK AU iCRITY GENERAL OBLIGATION AND REFUND 11,G BONDS 2016 SERIES THREE AND 2016 SERIES FOUR The State of Alaska (the "State") Department of Law (the "Department"), in connection with the issuance by the Alaska Municipal Bond Bank (the "Bond Bank") of $109,835,000 aggregate principal amount of the Bond Bank's General Obligation and Refunding Bonds, 2016 Series Three and 2016 Series Four (collectively, the "Bonds"), hereby confirms that: 1, To the best knowledge of the supervising attorneys in the Department, all approvals, consents and orders of any State governmental authority, board, agency or commission having jurisdiction that would constitute conditions precedent to the performance by the Bond Bank of its obligations under the 2005 General Obligation Bond Resolution, adopted by the Board of Directors of the Bond Bank (the "Board") on July 13, 2005 as amended and as supplemented by Resolution No. 2016-05, adopted by the Board on September 6, 2016 (as so amended and supplemented, the "Bond Resolution"), the Bonds and each of the transaction documents listed on Appendix A hereto (collectively, the "Transaction Documents") have been obtained. 2. There is no litigation or proceeding pending against the State, including the Bond Bank, or to the knowledge of the supervising attorneys in the Department, after due inquiry, threatened, in any way affecting the existence of the Bond Bank, or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the authorization, sale, or delivery of the Bonds, or the right, power and authority of the Bond Bank to issue the Bonds and to collect the Municipal Bond Payments pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability as to the Bond Bank of the Bond Resolution, the Bonds or any of the Transaction Documents, or contesting the powers of the Bond Bank or its authority with respect to the Bond Resolution, the Bonds or the Transaction Documents, 3, To the knowledge of the supervising attorneys in the Department, the information in Appendix G under the caption "Litigation" relating to the State, including the Bond Hank, in the Preliminary Official Statement dated October 5, 2016 as supplemented on October 12, 2016 or in the Official Statement dated October 18, 2016, related to the Bonds is true and correct, 4. The Bond Resolution has been duly adopted by the Board of the Bond Bank and is a valid and binding obligation of the Authority. All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Bond Resolution. Dated this 3rd day of November 2016. JAHNA LINDEMUTH ATTORNEY GENERAL By:JjM'orie L. Vandor f Assistant Attorney General OBF40EWIUI MW TRANSACTION DOCUMENTS Loan Agreements, each dated as of October 18, 2016, between the Bond Bank and each of the City and Borough of Juneau and the City of Ketchikan; One or more Amendatory Loan Agreements, each dated as of October 18, 2016, between the Bond Bank and each of (i) the City of Petersburg (two Amendatory Loan Agreements); (ii) the Aleutians East Borough; (iii) the Kodiak Island Borough; (iv) the City of Ketehikan; (v) the Kenai Peninsula Borough; (vi) the City of Wasilla; (vi) the Municipality of Skagway (two Amendatory Loan Agreements); (vii) the City of Seward (two Amendatory Loan Agreements); (viii) the City and Borough of Sitka (two Amendatory Loan Agreements); (ix) the Northwest Artie Borough (two Amendatory Loan Agreements); (x) the City of Nome (two Amendatory Loan Agreements); (xi) the City of Kodiak (four Amendatory Loan Agreements); (xii) the City of Dillingham; and (xiii) the City of Bethel; Bond Purchase Agreement in connection with the 2016 Series Three Bonds, dated October 18, 2016, between the Bond Bank and RBC Capital Markets, LLC on behalf of itself and as representative of Merrill Lynch, Pierce, Penner & Smith Incorporated; Bond Purchase Agreement in connection with the 2016 Series Four Bonds, dated October 18, 2016, between the Bond Bank and RBC Capital Markets, LLC on behalf of itself and as representative of Goldman, Sachs & Co. Continuing Disclosure Certificate, dated November 3, 2016 (the "Continuing Disclosure Certificate"), executed and delivered by the Bond Bank. OTISUSA:765975387.3