Loading...
Tab_279November 3, 2016 RBC Capital Markets, LLC San Francisco, California Goldman, Sachs & Co. Seattle, Washington Merrill Lynch, Pierce, Fenner & Smith Incorporated Seattle, Washington Orrkiç Herrington & Sutdffe LLP 701 5th Avenue Suite 5600 Seattle, WA 98104-7097 +1 206 839 4300 orric k.corn Re: Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2016 Series Three and Four Ladies and Gentlemen: We have acted as bond counsel to the Alaska Municipal Bond Bank (the "Bond Bank"), as the issuer on this date of $80,435,000 aggregate principal amount of Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2016 Series Three and $29,400,000 aggregate principal amount of Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2016 Series Four (collectively, the "Bonds"). In that connection, we have reviewed certain portions of a printed copy of the official statement of the Bond Bank, dated October 18, 2016, with respect to the Bonds (the "Official Statement"); 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 Loan Agreement, dated as of October 18, 2016 (the "Juneau Loan Agreement"), between the Bond Bank and the City and Borough of Juneau ("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 "Ketchikan Loan Agreements"), each between the Bond Bank and the City of Ketchikan, Alaska ("Ketchikan"); each of the Loan Agreements and Amendatory Loan Agreements (collectively, together with the Juneau Loan Agreement and the 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 Ketchikan, the "Governmental Units"); the Bond Purchase Agreement relating to the 2016 Series Three Bonds, dated as of October 18, 2016 (the "2016 Series Three Purchase Agreement"), between RBC Capital Markets, LLC, Merrill Lynch, RBC Capital Markets, LLC Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated November 3, 2016 Page 2 Pierce, Fenner & Smith Incorporated and the Bond Bank; the Bond Purchase Agreement relating to the 2016 Series Four Bonds, dated as of October 18, 2016 (the "2016 Series Four Purchase Agreement"), between RBC Capital Markets, LLC, Goldman, Sachs & Co. and 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"); certificates of the Bond Bank, the Governmental Units, the Trustee and others, the opinions referred to in paragraph 7(c) of the 2016 Series Three Purchase Agreement and in the opinions referred to in paragraph 7(c) of the 2016 Series Four Purchase Agreement, and we have made such investigations of law as we have deemed appropriate as a basis for the conclusion hereinafter expressed. We do not assume any responsibility for any electronic version of the Official Statement, and assume that any such version is identical in all respects to the printed version. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Official Statement. In arriving at the conclusion hereinafter expressed, we are not expressing any opinion or view on, and with your permission are assuming and relying on, without independent assessment or inquiry, the validity, accuracy and sufficiency of the records, documents, certificates and opinions referred to above, including the accuracy of all factual matters represented and legal conclusions contained therein, including, without limitation, any representations and legal conclusions regarding the valid existence of the Bond Bank and the Governmental Units, the due authorization, issuance, delivery, validity and enforceability of the Bonds and the exclusion of interest thereon from gross income for federal income tax purposes, and the legality, validity and enforceability of the Bond Resolution, the Loan Agreements, the 2016 Series Three Purchase Agreement, the 2016 Series Four Purchase Agreement and any laws, documents or instruments that may be related to the authorization, issuance, payment or security of the Bonds. We have assumed that all records, documents, certificates and opinions that we have reviewed, and the signatures thereto, are genuine. Our services did not include financial or other non-legal advice. We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. In our capacity as bond counsel to the Bond Bank, we participated in conferences with your representatives, your counsel, representatives of the Bond Bank, the Governmental Units, their respective counsels, the Trustee, Western Financial Group, LLC, as the financial advisor to the Bond Bank, and others, during which the contents of the Official r 17 RBC Capital Markets, LLC Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated November 3, 2016 Page 3 Statement and related matters were discussed. Based on our participation in the above- mentioned conferences (which did not extend beyond the date of the Official Statement), and in reliance thereon, on oral and written statements and representations of the Bond Bank and the Governmental Units and others and on the records, documents, certificates, opinions and matters herein mentioned, we advise you as a matter of fact and not opinion that, during the course of and subject to the limitations on our role as bond counsel with respect to the Bonds, no facts came to the attention of the attorneys in our firm rendering legal services in connection with such role which caused us to believe that the Official Statement as of its date and as of the date hereof (except for any CUSIP numbers, financial, accounting, statistical, economic or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about the Governmental Units, their assets, verification, environmental matters, relationships among the parties, any information about litigation, Appendices E and I, or any information about book-entry, DTC, ratings, Rating Agencies, the Underwriter, Underwriting, the Bond Insurer, the Bond Insurance Policy, the Reserve Fund Surety, or the Reserve Fund Surety Provider included or referred to therein or omitted therefrom, which we expressly exclude from the scope of this paragraph and as to which we express no opinion or view) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. No responsibility is undertaken or opinion rendered with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by or incorporated by reference in the Official Statement. 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 Bonds or by virtue of this letter. Our engagement with respect to this matter has terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter is delivered to you as Underwriters of the Bonds, is solely for your benefit 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. Very truly yours,