Tab_280November 3, 2016
RBC Capital Markets, LLC
San Francisco, California
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Seattle, Washington
Re: Alaska Municipal Bond Bank
General Obligation and Refunding Bonds, 2016 Series Three
Ladies and Gentlemen:
We have served as counsel to RBC Capital Markets, LLC, acting on behalf of itself and
as representative of Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the
"Underwriters"), in connection with the issuance of the above-referenced bonds (the "Bonds")
by the Alaska Municipal Bond Bank (the "Issuer"). Unless otherwise defined herein, capitalized
terms used herein will have the meaning or meanings set forth in the Bond Purchase Contract
dated October 18, 2016 (the "Purchase Contract"), between the Issuer and the Underwriters.
In our capacity as counsel to the Underwriters, we have examined originals, or copies
certified or otherwise identified to our satisfaction as being true copies of originals, of the
following documents: (i) the Purchase Contract; (ii) the Bond Resolution; (iii) the Municipal
Bonds issued by the Aleutians East Borough, the City of Bethel, the City of Dillingham, the City
and Borough of Juneau, the Kenai Peninsula Borough, the City of Kodiak, the Kodiak Island
Borough, the City of Nome, the Northwest Arctic Borough, the Petersburg Borough, the City of
Seward, the City and Borough of Sitka, the Municipality of Skagway and the City of Wasilla;
(iv) the Loan Agreement between the Issuer and the City and Borough of Juneau; (v) the
Amendatory Loan Agreements between the Issuer and Aleutians East Borough, the City of
Bethel, the City of Dillingham, the Kenai Peninsula Borough, the City of Kodiak, the Kodiak
Island Borough, the City of Nome, the Northwest Arctic Borough, the Petersburg Borough, the
City of Seward, the City and Borough of Sitka, the Municipality of Skagway and the City of
Wasilla; (vi) the Issuer's Official Statement relating to the Bonds dated October 18, 2016 (the
"Official Statement"); (vii) the Escrow Deposit Agreements; (viii) the Disclosure Certificate; and
(ix) the various certificates and opinions provided on the date hereof pursuant to the Purchase
Contract (collectively, the "Documents").
We have assumed: (i) each party to the Documents validly exists and has and had all
necessary legal and corporate authority to execute, deliver and perform the Documents to which
it is a party; (ii) the execution and performance of the Documents and such other documents as
may be executed in connection therewith by each such party will not violate or breach any law,
regulation or corporate or other document or instrument to which such person is party or by
which it is bound; (iii) the Documents are legal, valid and binding obligations of each such party
1111 Third Avenue, Suite 3000, Seattle, Washington 98101-3299 tel: 206.447.4400 fax: 206.447.9700
foster.com
RBC Capital Markets, LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
November 3, 2016
Page 2
to the extent purported to be such, enforceable in accordance with their respective terms; (iv) the
genuineness of all signatures on the Documents; (v) the authenticity and completeness of all
Documents submitted to us as originals; (vi) the legal competence of all natural persons who
have signed the Documents; (vii) the conformity to original Documents of all Documents
submitted to us as copies; and (viii) the accuracy of the legal conclusions set forth in the opinions
of Orrick, Herrington & Sutcliffe LLP, bond counsel, to the extent that such opinions address the
validity of the Bonds.
Based on the foregoing and in reliance thereon, we are of the opinion that (i) the offer and
sale of the Bonds by the Underwriters are exempt from the registration requirements of the
Securities Act of 1933, as amended; (ii) the Bond Resolution is exempt from qualification under
the Trust Indenture Act of 1939, as amended; and (iii) the Disclosure Certificate and the
Purchase Contract together provide a suitable basis for the Underwriters to reasonably determine,
pursuant to paragraph (b)(5) of Rule 15c2-12, that the Issuer has undertaken, in a written
agreement or contract for the benefit of the holders of the Bonds, to provide the annual financial
information and notices required by paragraph (b)(5) of Rule 15c2-12.
In the course of our participation in the preparation of the Official Statement as counsel
to the Underwriters, we have examined information made available to us, including legal matters
and certain records, documents and proceedings. We also participated in telephone conferences
and attended meetings with, among others, representatives of the Issuer and its financial advisor,
the Aleutians East Borough, the City of Bethel, the City of Dillingham, the City and Borough of
Juneau, the Kenai Peninsula Borough, the City of Kodiak, the Kodiak Island Borough, the City
of Nome, the Northwest Arctic Borough, the Petersburg Borough, the City of Seward, the City
and Borough of Sitka, the Municipality of Skagway and the City of Wasilla and their respective
counsel, bond counsel, the Trustee, the Underwriters and others, during which conferences and
meetings the contents of the Official Statement were discussed.
Without undertaking to determine independently or assuming any responsibility for the
accuracy, completeness or fairness of the statements contained in the Official Statement, we
advise you that, during the course of the activities described in the foregoing paragraph, no
information came to the attention of the attorneys in our firm providing legal services to the
Underwriters in connection with the issuance of the Bonds that caused such attorneys to believe
that the Official Statement (except any financial, economic or statistical data contained in the
Official Statement, any information contained in the Official Statement relating to DTC,
National Public Finance Guarantee Corporation or regarding how interest on the Bonds is treated
for federal or state income tax purposes, and the information contained in Appendices A, C, D,
E, I and J to the Official Statement, as to all of which we express no opinion or belief), as of its
date and as of the date hereof, contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made, not misleading.
51564117.1
RBC Capital Markets, LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
November 3, 2016
Page 3
This letter is furnished by us as counsel to the Underwriters, is solely for the benefit of
the Underwriters and is not to be used, quoted, circulated or otherwise referred to in any other
way, nor to be disclosed to any other person (other than as may be required by law) without our
express prior written permission.
The opinions set forth in this letter are delivered as of the date hereof, and we assume no
responsibility to advise any person of changes in legal or factual matters that may occur
subsequent to the date hereof.
We bring to your attention the fact that the foregoing opinions are expressions of our
professional judgment on the matters expressly addressed and do not constitute guarantees of
result.
Very truly yours,
FOSTER PEPPER PLLC
51564117.1
November 3, 2016
RBC Capital Markets, LLC
San Francisco, California
Goldman, Sachs & Co.
Seattle, Washington
Re: Alaska Municipal Bond Bank
General Obligation and Refunding Bonds, 2016 Series Four
Ladies and Gentlemen:
We have served as counsel to RBC Capital Markets, LLC, acting on behalf of itself and
as representative of Goldman, Sachs & Co. (collectively, the "Underwriters"), in connection with
the issuance of the above-referenced bonds (the "Bonds") by the Alaska Municipal Bond Bank
(the "Issuer"). Unless otherwise defined herein, capitalized terms used herein will have the
meaning or meanings set forth in the Bond Purchase Contract dated October 18, 2016 (the
"Purchase Contract"), between the Issuer and the Underwriters.
In our capacity as counsel to the Underwriters, we have examined originals, or copies
certified or otherwise identified to our satisfaction as being true copies of originals, of the
following documents: (i) the Purchase Contract; (ii) the Bond Resolution; (iii) the Municipal
Bonds issued by the City of Ketchikan; (iv) the Loan Agreement between the Issuer and the City
of Ketchikan; (v) the Amendatory Loan Agreement between the Issuer and the City of
Ketchikan; (vi) the Issuer's Official Statement relating to the Bonds dated October 18, 2016 (the
"Official Statement"); (vii) the Escrow Deposit Agreement; (viii) the Disclosure Certificate; and
(ix) the various certificates and opinions provided on the date hereof pursuant to the Purchase
Contract (collectively, the "Documents").
We have assumed: (i) each party to the Documents validly exists and has and had all
necessary legal and corporate authority to execute, deliver and perform the Documents to which
it is a party; (ii) the execution and performance of the Documents and such other documents as
may be executed in connection therewith by each such party will not violate or breach any law,
regulation or corporate or other document or instrument to which such person is party or by
which it is bound; (iii) the Documents are legal, valid and binding obligations of each such party
to the extent purported to be such, enforceable in accordance with their respective terms; (iv) the
genuineness of all signatures on the Documents; (v) the authenticity and completeness of all
Documents submitted to us as originals; (vi) the legal competence of all natural persons who
have signed the Documents; (vii) the conformity to original Documents of all Documents
submitted to us as copies; and (viii) the accuracy of the legal conclusions set forth in the opinions
of Orrick, Herrington & Sutcliffe LLP, bond counsel, to the extent that such opinions address the
validity of the Bonds.
1111 Thi rd Avenue, Sui te 3000, Seattl e, Washington 98101-3299 tel: 206.4474400 fax: 206.4479700
foster.com
RBC Capital Markets, LLC
Goldman, Sachs & Co.
November 3, 2016
Page 2
Based on the foregoing and in reliance thereon, we are of the opinion that (i) the offer and
sale of the Bonds by the Underwriters are exempt from the registration requirements of the
Securities Act of 1933, as amended; (ii) the Bond Resolution is exempt from qualification under
the Trust Indenture Act of 1939, as amended; and (iii) the Disclosure Certificate and the
Purchase Contract together provide a suitable basis for the Underwriters to reasonably determine,
pursuant to paragraph (b)(5) of Rule 15c2-12, that the Issuer has undertaken, in a written
agreement or contract for the benefit of the holders of the Bonds, to provide the annual financial
information and notices required by paragraph (b)(5) of Rule 15c2-12.
In the course of our participation in the preparation of the Official Statement as counsel
to the Underwriters, we have examined information made available to us, including legal matters
and certain records, documents and proceedings. We also participated in telephone conferences
and attended meetings with, among others, representatives of the Issuer and its financial advisor,
the City of Ketchikan and its counsel, bond counsel, the Trustee, the Underwriters and others,
during which conferences and meetings the contents of the Official Statement were discussed.
Without undertaking to determine independently or assuming any responsibility for the
accuracy, completeness or fairness of the statements contained in the Official Statement, we
advise you that, during the course of the activities described in the foregoing paragraph, no
information came to the attention of the attorneys in our firm providing legal services to the
Underwriters in connection with the issuance of the Bonds that caused such attorneys to believe
that the Official Statement (except any financial, economic or statistical data contained in the
Official Statement, any information contained in the Official Statement relating to DTC,
National Public Finance Guarantee Corporation or regarding how interest on the Bonds is treated
for federal or state income tax purposes, and the information contained in Appendices A, C, D,
B, I and J to the Official Statement, as to all of which we express no opinion or belief), as of its
date and as of the date hereof, contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made, not misleading.
This letter is furnished by us as counsel to the Underwriters, is solely for the benefit of
the Underwriters and is not to be used, quoted, circulated or otherwise referred to in any other
way, nor to be disclosed to any other person (other than as may be required by law) without our
express prior written permission.
The opinions set forth in this letter are delivered as of the date hereof, and we assume no
responsibility to advise any person of changes in legal or factual matters that may occur
subsequent to the date hereof.
51564119]
RBC Capital Markets, LLC
Goldman, Sachs & Co.
November 3, 2016
Page 3
We bring to your attention the fact that the foregoing opinions are expressions of our
professional judgment on the matters expressly addressed and do not constitute guarantees of
result.
Very truly yours,
FOSTER PEPPER PLLC
51564119.1