HomeMy WebLinkAboutA012 - Letter form Dorsey & Whitney dated July 30, 2001 - final approving opinionDORSEY & WHITNEY LLP
A-rrokNEYS AT LAW
MINNEAP(AAS
801 GPLAND, SUITE 3900
BRUSSELS
NEW Y(-)RK
DES MC)INES, 1(-)wA 50309
COSTA MESA
SEATTLE TFA.EIIHONE: (515) 283-1000
BILLINGS
DENVER
FARG'0
FAX: (515) 283-1060
WASHINGTON, D.C.
HONG KONG,
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NORTHERN VIRGINIA
GREAT FALLS
DES MOINES
July 30, 2001
ROCHESTER
L0ND0N
T()Ky()
ANCHOKAGE
MISSOULA
SALT LAKE CITY
VANCOUVER
Ms. Susan S rue
SHANGHAI
Morgan St ley
/St
Morgan tanley DW Inc.
t Madison
71 W t Madison
5'h oor
C icago, IL 60602
Re: Ames, Iowa
$10,080,000 General Obligation Corporate Purpose Bonds, Series 2001 A
Our File No. 419370-24
Dear Ms. Sugrue:
We have prepared and enclose our final approving opinion covering the captioned Bonds, dated as of
August 1, the day of closing.
We are also enclosing the City's final delivery, non -arbitrage certificate and a copy of the issuance
resolution for your records.
We understand that you will wire transfer the net settlement funds to the City in the total amount of
$9,940,136.30 on August 1, as outlined in Valerie Williams' letter of July 13.
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 August 1, please notify our office as soon as
possible. When you telephone, you may speak to Jeane Harrison or me.
If you have any questions or if there is anything we c ndoto eofa please do let us know.
tru y rs,
RHH:cf i 12o ert 11. Helmick
Ames/419370-24/Closing UT
Enclosures
cc: Steven Schainker
Duane Pitcher
Diane R. Voss
John Klaus
Dave Dirks
Charles A. Uperaft
fl
DORSEY &- WHITNEY LLP
ATTORNEYS AT LAw
MINNEAPOLIS
801 GRAND, SUITE 3900
BRUSSELS
NEW YORK
DES MOINES, IOWA 50309
COSTA MESA
FILLINGS
SEATTLE
TELEPHONE: (515) 283-1000t,,""'l��'ll""I'll,',
FARGO
DENVER
FAX: (515) 283-1060
WASHINGTON, D.C.
HONG KONG
www.dorseylaw.coni
NORTHERN VIRGINIA
GREAT FALLS
DES MOINES
ROCHESTER
LONDON
TOKYO
ANCHORAGE
August 1, 2001
MISSOULA
SALT LAKE CITY
VANCOUVER
SHANGHAI
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 Corporate Purpose Bonds, Series 2001 A (the
"Bonds"), in the amount of $10,080,000, dated August 1, 2001, 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 semiannually, commencing December 1, 2001, at the respective
rates, as follows:
Principal
Interest Rate
Principal
Interest Rate
Year
Amount
Per Annum
Year
Amount
Per Annum
2002
$785,000
4%
2008
$835,000
4.10%
2003
$745,000
4%
2009
$870,000
4.20%
2004
$770,000
4%
2010
$875,000
4.30%
2005
$795,000
4%
2011
$900,000
4.40%
2006
$820,000
4%
2012
$905,000
4.60%
2007
$835,000
4%
2013
$945,000
4.70%
but the Bonds maturing in each of the years 2010 to 2013, inclusive, are subject to redemption prior
to maturity at the times and on the terms specified in the Bonds.
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 subjecttothe levy
of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation
as to rate or amount.
DORSEY & WHITNEY LLP
Page 2
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 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 not "qualified tax-exempt obligations" within the meaning of Section
265(b)(3) of the Code, and, therefore, in the case of certain financial institutions (within the meaning
of Section 265(b)(5) of the Code), a deduction is not allowed for 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.
0 SEY & WHITNEY LLP