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Home My WebLink AboutA015 - Letter from Dorsey & Whitney dated December 8, 1998 - approving opinionDORSEY & WHITNEY LLP ATTORNEYS AT LAW MINNEAPOLIS WASHINGTON, D.C. LONDON BRUSSELS H(.')NG KONG DES MOINES ROCHESTER COSTA MESA Ms. Lyn Hortiz Nations Bank, N.A. I Nations Bank Plaza 800 Market Street, 8t' Floor St. Louis, MO 63101-2607 801 GRAND, SUITE 3900 NEW YORK DES MOINES, IOWA 50309 DENVER TELEPHONE: (515) 283-1000 SEATTLE FAX: (515) 283-1060 FARGO BILLINGS MISSOULA December 8, 1998 GREAT FALLS d Re: Ames, Iowa $3,205,000 General Obligation Refunding Bonds, Series 1998E Our File No. 419370-19 Dear Ms. Hortiz: We have prepared and enclose our final approving opinion covering the captioned Bonds, dated as of December 9, the day of closing. We are also enclosing the City's Final Delivery and Non -arbitrage Certificate, two executed copies of the Escrow Agreement and a copy of the issuance resolution. We understand that you will wire transfer the net settlement funds to the City in the total amount of $3,200,167.61 on December 9, as outlined in Brian McQuillan's letter of December 7. On the day of closing, please telephone our office to confirm with us that the closing is taking place as scheduled and so that we may authorize the release of our opinion and the Bonds. If for any reason the closing will not take place on December 9, please notify our office as soon as possible. When you telephone, you may speak to Jeane Harrison or me. Re: Ames, Iowa $3,205,000 General Obligation Refunding Bonds, Series 1998E Our File No. 419370-19 Dear Ms. Hortiz: We have prepared and enclose our final approving opinion covering the captioned Bonds, dated as of December 9, the day of closing. We are also enclosing the City's Final Delivery and Non -arbitrage Certificate, two executed copies of the Escrow Agreement and a copy of the issuance resolution. We understand that you will wire transfer the net settlement funds to the City in the total amount of $3,200,167.61 on December 9, as outlined in Brian McQuillan's letter of December 7. On the day of closing, please telephone our office to confirm with us that the closing is taking place as scheduled and so that we may authorize the release of our opinion and the Bonds. If for any reason the closing will not take place on December 9, please notify our office as soon as possible. When you telephone, you may speak to Jeane Harrison or me. Page 2 DORSEY & WHITNEY LLP If you have any questions or if there is anything we can do to be of assistance, please do not hesitate to let us know. Very -truly yours" Robert H. Helmick RHH:cdm Aines/419370-19/Closing Ur Enclosures cc: Steven Schainker Alice Carroll Diane Voss John Klaus Dave Dirks Charles A. Uperaft Bryan Hall DORSEY & WHITNEY LLP ATTORNEYS AT LAW MINNEAPOLIS 801 GRAND, SUITE 3900 NEW YOP. K WASHINGTON, D.C. DES MOINES, IOWA 50309 DENVEP, LONDON TELEPHONE: (515) 283-1000 SEATTLE BRUSSELS FAX: (515) 283-1060 FARGO HONG KONG BILLINGS DES MOINES ROCHESTEK MISSOULA COSTA MESA GREAT FALLS December 9, 1998 We hereby certify that we have examined a certified copy of the proceedings of the City Council of the City of Ames, in the County of Story, State of Iowa (the "Issuer"), passed preliminary to the issue by the Issuer of its General Obligation Refunding Bonds, Series 1998B (the "Bonds") in the arnount of $3,205,000, dated December 1, 1998, in the denomination of $5,000 each, or any integral multiple thereof, maturing on June I in each of the respective years and in the principal amounts and bearing interest payable serniannually, commencing June 1, 1999, at the respective rates, as follows: Principal Interest Rate Principal Interest Rate Year Arnount Per Annum Year Amount Per Annum 2000 $665,000 3.45% 2003 $630,000 3.65% 2001 $655,000 3.50% 2004 $615,000 3.70% 2002 $640,000 3.60% Based upon our examination, we are of the opinion, as of the date hereof, that: I . The aforementioned proceedings show lawful authority for such issue under the laws of the State of Iowa. 2. The Bonds are valid and binding general obligations of the Issuer. 3. All taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation as to rate or amount. 4. The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinions set forth in the preceding sentence are subject to the condition that the Issuer comply with all requirements of the DORSEY & WHITNEY LLP Page 2 Internal Revenue Code of 1986 (the "Code") that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Issuer has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. 5. The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80 per cent of that portion of such financial institutions' interest expense allocable to interest on the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. The rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. DORSEY & WHITNEY LLP