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[FORM OF LEGAL OPIhrlON] Wells Fargo Brokerage Services, LLC Public Finance Division Northstar East Building, 9~h Floor MAC: N9303-095 608 Second Avenue South Minneapolis, Minnesota 55479 Ladies and Gentlemen: As counsel for Cass County, ("Lessee"), I have examined tbe Governmental Lease-Purchase Master Agreement dated November 11, 2002 and Supplement dated November 11, 2002 ("Agreement"), between the Lessee and Wells Fargo Brokerage Services, LLC ("Lessor"), and such other documents, instruments and records as I have considered relevant. Based upon such examination, and such research and investigation as I deemed necessary, I am of thc opinion that: 1) Lessee is a State or political subdivision thereof, and Lessee's obligation under the Agreement constitutes an obligation issued on behalf of a State or political subdivision thereof, and that the interest component of the payments to be made under said Agreement is exempt fi.om Federal income taxes under Section 103 of the Internal Revenue Code as amended, and that said Agreement and ali terms m~d provisions thereof are authorized by the Constitution, laws and regulations of the State of North Dakota, and governing the activities of Lessee, and Lessee has the power and authority to enter into this transaction contemplated by the Agreement and to carry out its obligation thereunder. 2) That thc Agreement has been duly authorized, executed and delivered by the Lessee in accordance with all laws, rules, regulations and ordinances, and in oonformity with all legal procedures governing the transaction contemplated by said Agreement, and said Agreement constitutes a valid and binding agreement enforceable in accordance with its terms and represents a valid, deferred payment obligation for the amounts and in the manner those amounts are to be paid as set forth thereth. 3) No approval, consent or withholding of objection is required from any governmental body or authority or any other person, firm or corporation with respect to the entering into or performance by Lessee of the terms of this Agreement and the transaction contemplated thereby, or if any such approval is required, it has been obtained.