Tab_285November 3, 2016 Orck, Harr ington &Sutdffe LLP
701 5th Avenue
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The Bank of New York Mellon Trust Company, N.A.,
as Trustee and Paying Agent
100 Pine Street, Suite 3150
San Francisco, CA 94111
Re: Alaska Municipal Bond Bank General Obligation Bonds, 2007 Series Five
(Defeasance Opinion)
Ladies and Gentlemen:
We have acted as bond counsel to the Alaska Municipal Bond Bank (the "Bond Bank")
in connection with its issuance of its Alaska Municipal Bond Bank General Obligation and
Refunding Bonds, 2016 Series Three (the "Refunding Bonds"). A portion of the proceeds of the
Refunding Bonds will be applied to refund $5,190,000 aggregate principal amount of the
outstanding Alaska Municipal Bond Bank General Obligation Bonds, 2007 Series Five maturing
on September 1, 2017 to 2032, inclusive, and September 1, 2037 (the "Refunded Bonds"). The
Refunded Bonds were 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. 2007-03, adopted by the Board
on September 11, 2007 (the "2007 Series Five 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. This
opinion is being provided for purposes of Article XIII of the 2005 General Bond Resolution
related to defeasance.
In such connection, we have reviewed portions of the Bond Resolution, an escrow
agreement, dated as of November 3, 2016 (the "Escrow Agreement"), between the Bond Bank
and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the "Escrow
Agent"), a report by Causey Demgen & Moore P.C. verifying the accuracy of certain
computations relating to the escrow and the Refunded Bonds (the "Verification Report"), and
such other documents and matters to the extent we deemed necessary to render the opinion set
forth herein.
The opinion expressed herein is based on an analysis of existing laws, regulations, rulings
and court decisions and covers certain matters not directly addressed by such authorities. Such
opinion 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 express no opinion as to the effect of any bankruptcy, insolvency, receivership,
reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting creditors' rights. We have assumed the genuineness of all documents and signatures
presented to us (whether as originals or 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 referred to in the second paragraph hereof and the certifications and
representations made in connection with the subscription for certain United States Treasury
Obligations - State and Local Government Series. We have further assumed compliance by all
parties with all covenants and agreements contained in such documents.
In rendering the following opinion, we have made no independent calculations or
verifications concerning the actual deposit of the amounts and obligations specified in the
Escrow Agreement, the outstanding principal amount of the Refunded Bonds, the principal or
redemption price and interest requirements with respect to the Refunded Bonds, the adequacy of
the amounts deposited pursuant to the Escrow Agreement and the investment income thereon to
pay such principal or redemption price and interest requirements when due, or the accuracy of
any of the numbers, computations, assumptions or conclusions contained in the Verification
Report, but with respect to all such matters have relied solely upon, and assumed, the accuracy of
the Verification Report, the representations in the Escrow Agreement and related certificates.
We have also assumed that the deposit required to be made to the Escrow Fund established
pursuant to the Escrow Agreement has been made, that all other instructions set forth in the Bond
Resolution and the Escrow Agreement have been complied with, and that provision satisfactory
to the Trustee has been irrevocably made with respect to the giving of notice of redemption of
the Refunded Bonds.
Certain actions (including, without limitation, investment or reinvestment of any cash in
the Escrow Fund now or hereafter arising or substitution of any investments in the Escrow Fund)
may be taken under the circumstances and subject to the terms and conditions set forth in the
Escrow Agreement. No opinion is expressed herein if any such change occurs or action is taken
or omitted other than with our advice and approval.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we
are of the opinion that (1) the defeasance of the Refunded Bonds complies with the terms of the
Bond Resolution and (2) refunding of the Refunded Bonds as provided in the Escrow Agreement
will not, in and of itself, cause interest on the Refunded Bonds to be included in gross income for
federal income tax purposes. However, we have not undertaken to review any actions, omissions
or events occurring after the date of issuance of the Refunded Bonds, except for the effect of
such refunding as aforesaid, or the exclusion of interest on the Refunded Bonds from gross
income for federal income tax purposes. Accordingly, we express no opinion about whether
interest on the Refunded Bonds is excluded from gross income for federal income tax purposes
or as to any other tax consequences related to the ownership or disposition of, or the amount,
accrual or receipt of interest on, the Refunded Bonds.
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 Refunded 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 Section 1301(B) 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 Refunded Bonds or by owners of Refunding Bonds or by
any other party to whom it is not specifically addressed.
Very truly yours,
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