HomeMy WebLinkAboutA023 - Letter from Dorsey & Whitney dated April 27, 2009 - examination of certified copies[DORSEY
DORSLY & WHITNEY LLP
April 27, 2009
We hereby certify that we have examined certified copies of the proceedings (the
"Proceedings") of the Council of the City of Ames (the "Issuer"), in Story County, Iowa, passed
preliminary to the issue by the Issuer of its General Obligation Refunding Bonds, Series 2009A
(the "Bonds") in the amount of $6,995,000, dated April 27, 2009, in the denomination of $5,000
each, or any integral multiple thereof, in evidence of the Issuer's obligation under a certain loan
agreement (the "Loan Agreement"), dated as of April 27, 2009. The Bonds mature on June I in
each of the respective years and in the principal amounts and bear interest payable semiannually,
conim6neing December 1, 2009, at the respective rates as follows:
Principal
Interest Rate
Principal
Interest Rate
Year Amount
PerAnnum Year
A111011m
Per Arinum
2010 $2,390,000
2.50% 2012
$1,600,000
3.0%
2011 $2,025,000
2.50% 2013
$980,000
3.0%
The Bonds are not subject to redemption prior to maturity.
Based upon our examination, we are of the opinion, as of the date hereof, that:
The Proceedings show lawful authority for such issue under the. laws of the State
of Iowa.
The Bonds and the Loan Agreement 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 iiiiniinum tax imposed on corporations (as defined for federal income tax
purposes), such interest is taken into account in determining adjusted current earnings. The
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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 (tile "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. The opinion set forth in the preceding sentence is,subject to the
condition that the Issuer comply with all requirements of the Code that must be satisfied
subsequent to the issuance of the Bonds in order that the Bonds be, or continue to be, qualified
tax-exempt obligations. The Issuer has covenanted to comply with each such requirement.
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
OORSLY & WHIINE.Y 1A.P