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November 3, 2016 Orri ck, Herrington & Sutdffe LLP
701 5th Avenue
Suite 5600
Seattle, WA 98104-7097
The Bank of New York Mellon Trust Company, N.A., +1206 839 4300
as Trustee and Paying Agent orrick.com
San Francisco, CA
Alaska Municipal Bond Bank General Obligation and Refunding Bonds,
2016 Series Three and Four
(Trustee Opinion)
Ladies and Gentlemen:
We have acted as bond counsel to the Alaska Municipal Bond Bank (the "Bond Bank")
in connection with issuance of $80,435,000 aggregate principal amount of Alaska Municipal
Bond Bank General Obligation and Refunding Bonds, 2016 Series Three (the "2016 Series Three
Bonds"), and $29,400,000 aggregate principal amount of Alaska Municipal Bond Bank General
Obligation and Refunding Bonds, 2016 Series Four (the "2016 Series Four Bonds" and together
with the 2016 Series Three Bonds, the "Bonds"), issued pursuant to the General Obligation Bond
Resolution, adopted by the Board of Directors (the "Board") of the Bond Bank on July 13, 2005
(as amended, the "2005 General Bond Resolution"), as supplemented by Resolution No. 2016-
05, adopted by the Board on September 6, 2016 (the "2016 Series Three and Four Resolution"
and together with the 2005 General Bond Resolution, the "Bond Resolution"). The Bond Bank
has appointed The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee")
under the Bond Resolution. The Bonds are issued for the stated purposes of (i) making a loan to
the City and Borough of Juneau, Alaska ("Juneau"), a Governmental Unit, to refund bonds
issued by Juneau to finance a school project and a loan to finance costs of a transit project;
(ii) making a loan to the City of Ketchikan, Alaska (the "City of Ketchikan"), a Governmental
Unit, to finance harbor projects; (iii) making loans to the City of Ketchikan and to thirteen other
Governmental Units to refund Municipal Bonds previously issued to the Bond Bank by the
Governmental Units to finance or refinance projects and to refund corresponding portions of
bonds previously issued by the Bond Bank; (iv) purchasing a surety policy in substitution for
amounts currently on deposit in the Reserve Fund; and (v) paying costs of issuing the Bonds. In
connection with such loans, the Bond Bank is purchasing Municipal Bonds issued by the
Governmental Units to secure payments to be made pursuant to the Loan Agreements and
Amendatory Loan Agreements mentioned below. This letter is being provided for purposes of
Sections 203(C)(1) and 1003 of the 2005 General Bond Resolution relating to Series
Resolutions. Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Bond Resolution.
The Bank of New York Mellon Trust Company, N.A.
November 3, 2016
Page 2
In such connection, we have reviewed the Bond Resolution; the Loan Agreement, dated
as of October 18, 2016 (the "Juneau Loan Agreement"), between the Bond Bank and Juneau; the
Loan Agreement, dated as of October 18, 2016, and the Loan Agreement, dated as of July 1,
2006, as amended by the Amendatory Loan Agreement, dated as of October 18, 2016 (together,
the "City of Ketchikan Loan Agreements"), each between the Bond Bank and the City of
Ketchikan; each of the Loan Agreements and Amendatory Loan Agreements (collectively,
together with the Juneau Loan Agreement and the City of Ketchikan Loan Agreements, the
"Loan Agreements") between the Bond Bank and the Aleutians East Borough, the City and
Borough of Sitka, the City of Bethel, the City of Dillingham, the City of Kodiak, the City of
Nome, the Petersburg Borough, the City of Seward, the City of Wasilla, the Kenai Peninsula
Borough, the Kodiak Island Borough, the Municipality of Skagway and the Northwest Artie
Borough (together with Juneau and the City of Ketchikan, the "Governmental Units");
authorizing ordinances and resolutions of each of the Governmental Units; a Certificate of the
State of Alaska Department of Law, as counsel to the Bond Bank; the debt service reserve fund
surety policy (the "Reserve Fund Surety") issued by National Public Finance Guarantee
Corporation ("National"), in its capacity as provider of the Reserve Fund Surety (the "Reserve
Fund Surety Provider"); the financial guaranty insurance policy (the "Bond Insurance Policy")
issued by National, in its capacity as provider of the Bond Insurance Policy (the "Bond Insurer");
opinions of counsel to the Governmental Units; certificates of the Bond Bank, the Trustee, the
Governmental Units and others; and such other documents, opinions and matters to the extent we
deemed necessary to render the opinions set forth herein.
The opinions expressed herein are based on an analysis of existing laws, regulations,
rulings and court decisions and cover certain matters not directly addressed by such authorities.
Such opinions may be affected by actions taken or omitted or events occurring after the date
hereof. We have not undertaken to determine, or to inform any person, whether any such actions
are taken or omitted or events do occur or any other matters come to our attention after the date
hereof Accordingly, this letter speaks only as of its date and is not intended to, and may not, be
relied upon or otherwise used in connection with any such actions, events or matters. We
disclaim any obligation to update this letter. We have assumed the genuineness of all documents
and signatures presented to us (whether as originals or as copies) and the due and legal execution
and delivery thereof by, and validity against, any parties other than the Bond Bank. We have
assumed, without undertaking to verify, the accuracy of the factual matters represented,
warranted or certified in the documents and of the legal conclusions contained in the opinions,
referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all
covenants and agreements contained in the Bond Resolution and each of the Loan Agreements.
We call attention to the fact that the rights and obligations under the Bonds, the Bond Resolution,
The Bank of New York Mellon Trust Company, N.A.
November 3, 2016
Page 3
the Loan Agreements and the Municipal Bonds and their enforceability may be subject to
bankruptcy, insolvency, receivership, reorganization, arrangement, fraudulent conveyance,
moratorium and other laws relating to or affecting creditors' rights, to the application of
equitable principles, to the exercise of judicial discretion in appropriate cases and to the
limitations on legal remedies against public corporations of the State of Alaska. We express no
opinion with respect to any indemnification, contribution, liquidated damages, penalty (including
any remedy deemed to constitute a penalty), right of set-off, arbitration, choice of law, choice of
forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained
in the foregoing documents, nor do we express any opinion with respect to the state or quality of
title to or interest in any of the assets described in or as subject to the lien of the Bond
Resolution, the Loan Agreements or the Municipal Bonds or agreements related thereto or the
accuracy or sufficiency of the description contained therein of or the remedies available to
enforce liens on, any such assets. Our services did not include financial or other non-legal
advice. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the
Official Statement or other offering material relating to the Bonds and express no opinion with
respect thereto.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we
are of the following opinions:
1. The Bonds have been duly authorized and constitute the valid and binding
general obligations of the Bond Bank.
2. The 2016 Series Three and Four Resolution is permitted by the 2005 General
Bond Resolution, and each of the 2016 Series Three and Four Resolution and the 2005 General
Bond Resolution has been duly authorized and adopted by, and constitutes the valid and binding
obligation of, the Bond Bank. To secure the payment of the principal of and interest on the
Bonds, the Bond Resolution creates a valid pledge of the Municipal Bonds, all Municipal Bond
Payments, the investments thereof and the proceeds of such investments, and any other amounts
held by the Trustee in any fund or account established pursuant to the Bond Resolution, except
the Rebate Fund, subject to the provisions of the Bond Resolution permitting the application
thereof for the purposes and on the terms and conditions set forth in the Bond Resolution.
The Bank of New York Mellon Trust Company, N.A.
November 3, 2016
Page 4
This letter is furnished by us as bond counsel to the Bond Bank. No attorney-client
relationship has existed or exists between our firm and the addressee of this letter in connection
with the Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This
letter is delivered to the addressee hereof solely for purposes of Sections 203(C)(1) and 1003 of
the 2005 General Bond Resolution and is not to be used, circulated, quoted or otherwise referred
to or relied upon for any other purpose or by any other person. This letter is not intended to, and
may not, be relied upon by owners of Bonds or by any other party to whom it is not specifically
addressed.
Faithfully yours,