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Harball Opinion LetterCity of Kalispell Post Office Box 1997 - Kalispell, Montana 59903 Telephone: (406) 758-7701 Fax: (406) 758-7758 March 13, 2012 City of Kalispell, Montana Kennedy & Graven, Chartered Kalispell, Montana Minneapolis, Minnesota Rocky Mountain Bank Kalispell, Montana $500,000 City of Kalispell, Montana Tax Increment Urban Renewal Revenue Note (West Side Urban Renewal Tax Increment District) Series 2012 In connection with the issuance on this date by the City of Kalispell (the "City") of the above -referenced obligation (the "Note"). I have examined the following (the "Documents")- (i) various resolutions, ordinances, proceedings, and affidavits of publication of the City Council of the City and the Urban Renewal Agency (the "URA") of the City with respect to the City's West Side Urban Renewal District (the "District"); (ii) the provisions of Montana Code Annotated, Title 7, Chapter 15, Parts 42 and 43, as amended (the "TIF Act"); and (iii) and such other proceedings of the City and the URA and documents and records as I have deemed relevant and necessary as the basis for the opinions set forth herein. Based upon such examination, and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such documents and the accuracy of the statements of fact contained in such documents and related certifications and based upon present Montana laws, regulations, rulings and decisions, we are of the opinion that: 1. The City is a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Montana. 2. Based on the actual acknowledge of the undersigned there is no action, suit, proceeding or investigation by or before any court, agency, or other governmental or administrative board or body, pending against the City or to my knowledge, threatened, challenging or contesting: the existence or powers of the City; the authorization of any officers of the City to act in their respective capacities; the valid formation and existence of the District; the pledge of tax increment revenues from the District to the payment of the Note; or the issuance of the Note, or in which an unfavorable decision, ruling, or filing would materially adversely affect the validity of enforceability of the documents related to the issuance of the Note, the performance by the City of any of its obligations thereunder, or the issuance of the Note. 3. The Documents provide the legal authority for and demonstrate that the City has followed the procedure provided in the TIF Act for the valid establishment of the District. The opinions expressed herein are solely for your benefit and may not be relied upon by any other person or quoted or otherwise referred to in any manner without our prior written consent. The opinions expressed herein are rendered as of the date hereof, and we assume no obligation to advise you of any change in the future in any matter addressed herein. By: Charles Harba , City Attorney The City of Kalispell Incorporated 1892 Telephone (406)758-7977 FAX (4 06) 758 - 7758 Post Office Box 1997 Kalispell, Montana Zip 59903-1997 Ben Johnson Kennedy & Graven 470 US Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 �Mlil lmmmw*3333�M � DICES Enclosed please find five original City Attorney Opinion letters. If there is anything else I can do, please don't hesitate to ask. Sincerely, Judi Funk Legal Secretary Office of the City Attorney Enclosures EX® ady Express US Airbill CNumhegr 86 8 7 0 09 2 16 73 rom Press Antof n �, Sender's a c y ;-: fir• ate `_\ oZ Account Number - • •��`--• "'� enders � am�. e Ctn�,�xi�e` 7 i��S Phone (40�3��) 2 —7- = Q0 G•3.. .L.t.. i :A I= E DeptMoar/Saft'Room our Internal Billing Reference A u characters v N aBilli n g Re. 9cipienrs 2 amePhone 1 1 4- eidrssrs '.�� i cannot deliver to P.O. boxes or P.O. ZIP codes. Dep[/Raor/SuiteJRaam ]dress C;� b0 _ - t —1 request a�package behold at a specific FedEx location, print FedEx address here. N \��C�Q(� ��L�`i State 1AryD ZIP ��QQ 0394161226 4a Express Package Service Packages up to 150lbs. n4� Priorty Overnight ❑ FedEx Standard Overnight ❑ FedE First Overnight extbusineasmombg•Fndey Netdbusine sat[emoon' Earfrestnext Wsmess morreng shipments Ml be delivered on Monday Saturday Delivery NOT available. delNerym selactbcatians" unless SATURDAY Delivery is selected, Saturday Delivery NOT eveileble. FedEx 2Day FedEx Express Saver ElSec.busmass dey.'Thurday ❑ Thirdb—a.day.' shipments will be der —ad on Monday Saturdey OehveryNOfavailable. mass SATURDAY Delivery isselected. L— FedEx Errveb rate naevegebla Minimum the eOtce ouM vile. "Tormatlocadom 4b Express Freight Service Packages over ISO Ms. ❑ FedExIDayFreghte ❑ FedEx 2DayFre�ht ❑ FedEx May Freight Nat busauss y." y Secandbusmess dayy. Thursday Thtrd business y." stupmerAs will be convened on Monday shipments wit be defrvered on Monday Saturday Delivery NOT evadable. orless SATURDAY Delivery is selected. .1_ SATURDAY Defrvery u selected. 'Cegfix ConNmedan: '•To mot loo e 5 P4aging dEx ❑ FedEx Pak* ❑ FedEx ❑ FedEx ❑ Other Envelope* IncludesFedExSmauPak Box Tube FedEx large Pakend P aStwdy Pak • Declared value enitM 6 Special Handling Include FedEx address in Section 3. ❑ -- SATURDAY Delivery HOLD Weekday turday NOT Available for El ❑ atFedHOLDExSaLocation FadExStandard Ovemighc NOT Available for Available ONLY for FedEx First naem'gqhG FedEx Express Fedlx First Ovemipht FedEx Priaray Ovemiphtend Saver,orWE0 ay Freight FedEx2Daymsabct cadana Does this shiprnerrt ""loin derryyl1emus goads? One box must be checked. -- D Ice ❑ Aseper evached ❑ Sheippa's Declaradon ❑ Dryyica, 9, UN 1845 x kg S7dppels Declaration not requaed ❑ Cargo Aircraft Only Dengerau goads (bcludtg dry ice) camrot be slipped b FedEx packaging. 7 Payment BIIII to:__ EnterFdEx Acct Na or Gedit Card No. below. nder ff Recipient ❑ Third Parry ❑ Credit Card ❑ Cash/Check AccL No, in Secdon 1 vM be billed. WIN cadaGrd r4No. � � ' �Qb�13 - m Total Packages Total 1Weight Total Declared Valuet r0ur5abdity is fimrted to $100Im1—You declare a highervelua See back far derails By using this AirWl you apnea to the save candeians an the back of dis ANI and in din cunentFedEx Service Guide, including tamathatfimaour Eahiray. 8 Residential Delivery Signature Options It you regeke a signature, check Direct or lndaect No Signature DirectSignature Inooeisa. nature ❑Required ❑ someaneat recipients ❑ n1crn, m dd;,,7 t C � 9 Package may be leri address may sign for recipient's address, someotw J vmtwut obtaining a dofrvery. Feaeop/roo at neghbo n0 address may signatwe far delivery, sign for dal vary. --W— Rev. Data IQV Pa 10158279-Ml994-2006 Fed&•PRINTED IN DSA•SRS