Tab 23 Opinion of City AttorneyCity of Kali*spell
Post Office Box 1997 - Kalispell, Montana 59903-1997 - Telephone (406)758-7700 Fax (406)758-7758
June 29, 2006
City of Kalispell, Montana Kennedy & Graven, Chartered
3 12 I't Avenue East 470 U.S. Bank Plaza
Kalispell, Montana 59903 200 South Sixth Street
Kalispell, MN 55402-1458
$495209000
City of Kalispell, Montana
Special Improvement District No. 344 Bonds
Series 2006
In connection with the issuance on this date by the City of Kalispell (the "City") of the above -
referenced obligations (the "Bonds"), I have examined the following (the "Documents"): (i) various
resolutions and ordinances of the City Council of the City, adopted on October 17, 2005 and November
215 2005; Affidavits of Publication for Notices of Public Hearing with respect to public hearings to be
held on November 21, 2005 regarding the establishment of an Industrial Tax Increment District (the
"Industrial District"") and a technology Tax Increment District (the "Technology District"); (ii) the
provisions of Montana Code Annotated, Title 7, Chapter 15, Part 42, as amended (the "TIF Act"); (iii) a
Preliminary Official Statement, dated May 31, 2006 as supplemented by a Final Official Statement, dated
June 13, 2006 (collectively, the "Official Statement"'), prepared with respect to the offer and sale of the
Bonds; and (iv) and such other proceedings of the City 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, except as disclosed in the Official
Statement, 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 establishment of the Industrial District or the Technology
District; the pledge of tax increment revenues to the payment of the Bonds; or the issuance of the Bonds,
or in which an unfavorable decision, ruling, or filing would materially adversely affect the validity of
enforceability of the Documents, the performance by the City of any of its obligations thereunder, or the
issuance of the Bonds.
3. The Documents provide the legal authority for and demonstrate that the City has
followed the procedure provided in the TIF Act for (i) the valid establishment of the Industrial District,
and (ii) the valid establishment of the Technology 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.
KA225-1(BWJ)
292847vl
OFFICE OF THE CITY ATTORNEY
By:
Charles H 105a'l Attorney
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