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Tab_278I - - I November 3, 2016 RBC Capital Markets, LLC San Francisco, California Oiick, Herrhitcn & Sutdffe LLP 701 5th Avenue Suite 5600 Seattle, WA 98104-7097 +1206 839 4300 orrick.corn Merrill Lynch, Pierce, Fenner & Smith Incorporated Seattle, Washington Alaska Municipal Bond Bank General Obligation and Refunding Bonds 2016 Series Three (Supplemental Opinion) Ladies and Gentlemen: This letter is addressed to you, as Underwriters, pursuant to Section 7(c)(iv) of the Bond Purchase Agreement, dated October 18, 2016 (the "Purchase Agreement"), between you and the Alaska Municipal Bond Bank (the "Bond Bank"), providing for the purchase 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"). Concurrently with the 2016 Series Three Bonds, the Bond Bank is issuing $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"). The Bonds are being 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 ("Juneau") to refund bonds issued by Juneau to finance a school project and a loan to finance costs of a transit project; (ii) making loans 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; (iii) purchasing a surety policy in substitution for amounts currently on deposit in the Reserve Fund; and (iv) paying a portion of the costs of issuing the Bonds. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Resolution or, if not defined in the Bond Resolution, in the Purchase Agreement. We have delivered our final legal opinion (the "Bond Opinion") as bond counsel to the Bond Bank concerning the validity of the Bonds and certain other matters, dated the date hereof cick RBC Capital Markets, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated November 3, 2016 Page 2 and addressed to the Bond Bank. You may rely on such opinion, to the extent it relates to the 2016 Series Three Bonds, as though the same were addressed to you. In such connection, we have reviewed the Purchase Agreement; the Continuing Disclosure Certificate, dated the date hereof, of the Bond Bank (the "Bond Bank Continuing Disclosure Certificate"); the Bond Resolution; the Loan Agreement, dated as of October 18, 2016, between the Bond Bank and Juneau (the "Juneau Loan Agreement"); each of the Loan Agreements and Amendatory Loan Agreements (collectively, together with the Juneau Loan Agreement, 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, the "Governmental Units"); the Tax Certificate, dated the date hereof, of the Bond Bank (the "Tax Certificate"); authorizing ordinances and resolutions and tax certificates 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. 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 third paragraph hereof. We have further assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the 2016 Series Three Bonds, the Bond Resolution, the Loan Agreements, the Municipal Bonds, the Tax Certificate, the Bond Bank Continuing Disclosure Certificate and the /7 RBC Capital Markets, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated November 3, 2016 Page 3 Purchase Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, receivership, 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. Finally, we undertake no responsibility for the accuracy, except as expressly set forth in numbered paragraph 3 below, completeness or fairness of the Official Statement dated October 18, 2016 (the "Official Statement") or other offering material relating to the Bonds and express no opinion relating thereto. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions or conclusions: 1. The 2016 Series Three Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. No opinion is expressed regarding the Bond Insurance Policy or the Reserve Fund Surety. 2. The Purchase Agreement, the Loan Agreements and the Bond Bank Continuing Disclosure Certificate have been duly executed and delivered by, and are the valid and binding agreements of, the Bond Bank. 3. The statements contained in the Official Statement under the captions "DESCRIPTION OF THE 2016 SERIES THREE AND FOUR BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS," "SUMMARY OF THE 2005 MASTER BOND RESOLUTION," "TAX MATTERS" and "APPENDIX A - PROPOSED FORMS OF BOND COUNSEL OPINIONS," excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Bond Resolution, and the form and content of our Bond Opinion, are accurate in all material respects. RBC Capital Markets, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 you in connection with the 2016 Series Three Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as Underwriters of the 2016 Series Three Bonds, is solely for your benefit as such Underwriters 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 2016 Series Three Bonds or by any other party to whom it is not specifically addressed. Very truly yours, o :ck November 3, 2016 RBC Capital Markets, LLC San Francisco, California Goldman Sachs & Co. Seattle, Washington Alaska Municipal Bond Bank General Obligation and Refunding Bonds 2016 Series Four (Supplemental Opinion) Ladies and Gentlemen: This letter is addressed to you, as Underwriters, pursuant to Section 7(c)(iv) of the Bond Purchase Agreement, dated October 18, 2016 (the "Purchase Agreement"), between you and the Alaska Municipal Bond Bank (the "Bond Bank"), providing for the purchase of $29,400,000 aggregate principal amount of Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2016 Series Four (the "2016 Series Four Bonds"). Concurrently with the 2016 Series Four Bonds, the Bond Bank is issuing $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 together with the 2016 Series Four Bonds, the "Bonds"). The Bonds are being 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 of Ketchikan, Alaska (the "City") to finance costs of harbor improvements; (ii) making a loan to the City to refund a Municipal Bond (the "2006 Municipal Bond") issued by the City to the Bond Bank in 2006 to finance costs of a project; (iii) refunding bonds previously issued by the Bond Bank to purchase the City's 2006 Municipal Bond; (iv) purchasing a surety policy in substitution for amounts currently on deposit in the Reserve Fund; and (v) paying a portion of the costs of issuing the Bonds. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Resolution or, if not defined in the Bond Resolution, in the Purchase Agreement. We have delivered our final legal opinion (the "Bond Opinion") as bond counsel to the Bond Bank concerning the validity of the Bonds and certain other matters, dated the date hereof RBC Capital Markets Goldman Sachs & Co. November 3, 2016 Page 2 and addressed to the Bond Bank. You may rely on such opinion, to the extent it relates to the 2016 Series Four Bonds, as though the same were addressed to you. In such connection, we have reviewed the Purchase Agreement; the Continuing Disclosure Certificate, dated the date hereof, of the Bond Bank (the "Bond Bank Continuing Disclosure Certificate"); the Bond Resolution; 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 "Loan Agreements"), each between the Bond Bank and the City; the Tax Certificate, dated the date hereof (the "Tax Certificate"), of the Bond Bank; authorizing ordinances and resolutions and tax certificates of the City; 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 City; certificates of the Bond Bank, the Trustee, the City 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. 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 third paragraph hereof. We have further assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the 2016 Series Four Bonds, the Bond Resolution, the Loan Agreements, the Municipal Bonds, the Tax Certificate, the Bond Bank Continuing Disclosure Certificate and the Purchase Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, receivership, 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, RBC Capital Markets Goldman Sachs & Co. November 3, 2016 Page 3 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. Finally, we undertake no responsibility for the accuracy, except as expressly set forth in numbered paragraph 3 below, completeness or fairness of the Official Statement dated October 18, 2016 (the "Official Statement") or other offering material relating to the Bonds and express no opinion relating thereto. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions or conclusions: 1. The 2016 Series Four Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. No opinion is expressed regarding the Bond Insurance Policy or the Reserve Fund Surety. 2. The Purchase Agreement, the Loan Agreements and the Bond Bank Continuing Disclosure Certificate have been duly executed and delivered by, and are the valid and binding agreements of, the Bond Bank. 3. The statements contained in the Official Statement under the captions "DESCRIPTION OF THE 2016 SERIES THREE AND FOUR BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS," "SUMMARY OF THE 2005 MASTER BOND RESOLUTION," "TAX MATTERS" and "APPENDIX A - PROPOSED FORMS OF BOND COUNSEL OPINIONS," excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Bond Resolution, and the form and content of our Bond Opinion, are accurate in all material respects. RBC Capital Markets Goldman Sachs & Co. 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 you in connection with the 2016 Series Four Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as Underwriters of the 2016 Series Four Bonds, is solely for your benefit as such Underwriters 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 2016 Series Four Bonds or by any other party to whom it is not specifically addressed. Very truly yours,