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Home My WebLink AboutO'Neill, Burke, O'Neill Ltr O'NEILL, BURKE, O'NEILL LEONARD & O'BRIEN 800 Norwest Center 55 East Fifth Street Saint Paul, Minnesota 55101 Telephone (612) 227-9505 Fax (612) 297-6641 100 South Fifth Street Suite 1200 Minneapolis, Minnesota 55402 Telephone (612) 332-1030 Fax (612) 332-2740 Timothy M. Walsh Joseph J. Deuhs, If. Thomas C. Almore Karen A. Chamerlik John T. Kelly Eric D. Cook Of Coumel; 101m F. Kelly Kenneth B. Peterson David E. Crawford John B. Burke, Jr.+ Joseph T. Q'Neill* Brian F, Leonard* Michael R. O'Brien Lawrence A. Wilfordt Eluon J. Spencer, J1'.* Edward W, Gale Peter H. Grills James A. Geske Michelle McQuarrie Colton Grover C. Sayre, III Thomas W. Newcome lIlt Brian F. Kidwell Thomas W. Newcome Attorneys At Law A Professional Association Reply to: Saint Paul + Retired *Also admitted in Wisconsin tCertified Real Property Specialist (Mi1lnesota State Bar Associalion) March 10, 1995 Mr. Donald Schneider Housing and Redevelopment Authority in and for the City of Columbia Heights ("HRA") 590 NE 40th Avenue Columbia Heights, MN 55421 Re: $1,015,099 Promissory Note from Zaidan Holdings, Inc. in favor of the HRA and Mortgage from Mobilia, Ltd. ,in favor of the HRA with respect to 3989 Central Avenue NE, Columbia Heights, MN Dear Mr. Schneider: We have acted as counsel to Zaidan Holdings, Inc., a Canadian corporation ("Zaidan"), and as counsel to Mobilia, Ltd., a Delaware corporation ("Mobilia") in connection with certain transactions regarding certain property located at 3989 Central Avenue NE, Columbia Heights, Minnesota (the "Property"). In connection with our responsibilities as counsel, we have examined copies of the following documents (the "Transaction Documents"): A. Purchase and Property Tax Agreement dated November 23, 1994 by and among the City of Columbia Heights, the HRA and Zaidan. B. Purchase Agreement dated as of March 10, 1995 by and between Zaidan and Mobilia whereby Zaidan has assigned its interest in the Property to Mobilia. C. Promissory Note dated March 10, 1995 in the original principal amount of $1,015,099 by Zaidan in favor of the HRA (the "Note"). D. Subordinated Mortgage dated March 10, 1995 by Mobilia in favor of the HRA to secure Zaidan's obligations under the Note (the "Mortgage"). We have not made any independent examination of Zaidan's or Mobilia's Articles of Incorporation (collectively the "Articles"), or of any other such corporate formative document in order to render this opinion. With respect to the opinions set forth herein regarding information, authority and the other matters set forth therein, we have relied only on (i) the opinions of Donald Kattan with respect to Zaidan attached hereto as Exhibit "A"; (ii) the opinions of Kutak Rock Law Firm with respect to Mobilia Housing and Redevelopment Authority in and for the City of Columbia Heights March 10, 1995 Page -2- attached hereto as Exhibit "B"; (iii) the Certificate of Officer of Zaidan Holdings, Inc. attached hereto as Exhibit "C"; and (iv) the Certificate of Officer of Mobilia, Ltd. attached hereto as Exhibit "D". Except for the examination of the Transaction Documents we have conducted no independent investigation. Our opinions expressed below as to certain factual matters are qualified as being limited "to our knowledge" or by other words to the same or similar effect. However, we know of no facts which lead us to believe such factual matters are untme or inaccurate. We have conducted no review of any documents in our files relating to any other matters in which we may have represented or may currently be representing Zaidan or Mobilia. On the basis of the foregoing, but subject to the assumptions and limitations set forth below, we opine as follows: 1. Zaidan Holdings, Inc. is a Canadian corporation duly organized, validly existing and in good standing under the laws of Canada. 2. Mobilia, Ltd. is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 3. The Directors and Shareholders of Zaidan and Mobilia have authorized Gordon Awsumb, in the name and on behalf of the Zaidan and Mobilia, respectively, to execute and deliver the Transaction Documents and such other documents as may be required in connection therewith, and no other authorizations or consents by or on behalf of Zaidan and Mobilia are required in connection with the execution and deliver of the Transaction Documents. 4. The execution and delivery by Zaidan and Mobilia of the Transaction Documents do not, and the performance by Zaidan and Mobilia of the obligations under the Transaction Documents will not, to the best of our knowledge, conflict with or result in a violation of the Articles, or of any law, mle, regulation, order, writ, judgment, decree, indenture, instmment or agreement to which Zaidan or Mobilia is a part or subject. 5. The Transaction Documents have been duly executed and delivered by Zaidan and Mobilia, and constitute the legal and binding obligations of, and are valid and enforceable in accordance with their terms against Zaidan and Mobilia. The foregoing opinion is, however, subject to the following assumptions and qualifications: A. Our opinion as to the enforceability of any document is limited by: (1) applicable bankmptcy, reorganization, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally; (2) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and in this regard we have assumed that the exercising of all rights and remedies under the Transaction Documents will be in good faith and in circumstances and a manner which is commercially reasonable; (3) the availability or efficacy of specific performance, injunctive relief or any other equitable remedy; and (4) the effect of the following Minnesota Statues on enforceability of the Transaction Documents; Housing and Redevelopment Authority in and for the City of Columbia Heights March 10, 1995 Page -3- (i) Section 336.9-501(4), which may preclude Uniform Commercial Code remedies after real estate foreclosure proceedings have been commenced with respect to both real and personal property; (ii) Section 580.02(2), which may require dismissal of any pending actions or proceedings at law to collect the Note as a prerequisite to non-judicial foreclosure of the Mortgage; (iii) Section 580.30, which allows an obligor to reinstate the Mortgage by making certain payments before the date of the mortgage foreclosure sale; (iv) Section 559.17 and 576.01, with respect to any right of ex parte appointment of a receiver purported to be affected by the Mortgage; and (v) Section 582.30, Subd 2, which prohibits obtaining a deficiency judgment against a mortgagor in the case of certain non-judicial foreclosures of a mortgage; and (5) the possible enforceability of the waiver of statutory rights to notice and a hearing before a mortgage foreclosure sale purported to be effected by the Mortgage. B. We have assumed, for purposes of this opinion, that Federal law, to the extent any such law is applicable, and Minnesota law will apply to the interpretation, validity and enforceability of the Transaction Documents. We express no opinion as to the laws of Canada or the State of Delaware as said laws relate to the corporate organization of Zaidan and Mobilia, respectively. C. We have assumed the authenticity of all documents submitted to us as originals, and the conformity to original documents or documents submitted to us as certified or photostated copies. D. We have not independently examined the records of any court or public office. Our opinions are limited to the specific issues addressed and are limited in all respect to laws and facts existing on the date of this letter. Housing and Redevelopment Authority in and for the City of Columbia Heights March 10, 1995 Page -4- We have rendered this opinion solely for your benefit and that of your successors and assigns, and no other person or entity shall be entitled to rely on this opinion without prior written consent of the undersigned. Very tlUly yours, O;V~;SvWL Ol~ I (I Lwv,~ P Ojf~ O'NEILL, BURKE, O'NEILL, LEONARD & O'BRIEN TMW:drs Enclosures 12761_1 0~-09-95 01:21 PM P02 Exhibit "A" PELOQUIN KA TTAN AVOCATS I, WUTMO\JNT SOOAII. llUIT1l1810 WEm'MQUNT (QU!silo) CANADI\ omlll't !I\,!PliONIt(S"IIl31'.1'7'1 Tti1COPlliUll: ($l4)W->lI71 MarClh 9, 1995 BY FAX (612) 297-6641 ,O'NEILL, aTJRK'E, O'NElt.L, LEONARD & O'BlUSN 800 Norwest Canter 55 East Fifth Street Saint Paul, Minnesota 55101 -... ..__.,...._~.r<--._." ,.., Attentionl Mr, Timotqy M. Walsh REI Zaidan Holdings InCl. OUr ft*~: e9.33e-l~Q Dear Gentlemen: I have acted as Clounsel to' Zaidan Holdings Ina., a Canac1ian corporation (the "Company"); with respeot' to certain corporate matters of the Company. Incoonnection with our responsibilities a8 counsel, I have exwned the Company's Artiole. of Incorporation and all amendments to them (colleotively the "Articles")/ and all suoh other corporate documents and certificates as we have deemed necessa~ in order to render this opinion, including, but not limited to that oertain Resolutions of Board of Direotors and Shareholders of the'Company dated March 8, 1995, a copy of which is attached hereto as Exhibit "A" (the "Resolution"). On the ba8i8 of the foregoing, I opine as follow.: 1.- The Company is a Canadian corporation duly organized, validly existing and in good .tanding under the laws of Canada as appeara form the Certifioate of Complianoe issued by Indust~ Canada on the 9th of March 1995; a copy of which is attached as Exh1l:iit "B"; '" 2.- The Directors of the Company have aqthorized Miohel Zaidan, Joseph Zaidan o~ Gordon Awsumb in the name and on pehalf of the Company, to execqte and delive~ the Purchase Agreement, the HRA Note, the guaranty of the Loan Documents (all alll defined in the Resolut~on) and such other document$ a$ tho may be required in oonnection with effeotuating the transactions contemplated in the Resolution, and no other authorizations or consents by or on behalf of the COlllpany are required in connection with the eXec~tion and delivery of said documents I 03-09-95 01:21 PM P03 PELOQUIN KATTAN - 2 - 3. - The eX~C1ution and e!elivery by the Company of the Purohaae ~greement, the BRA Note, the gual'anty of the Loan Documents e!o not, and the performanoe by the Company of the obligations under saie! documents will not, to the best of our knowledge and baled on the information provided to us by the Company, conflict with or reeult in a violation of the Articles, or of any law, rule, regulation, order, writ, judqment, or decl'ee, to which the Company b a party or subjeot, 4.- Based on the information provided to us by the Company, no approval, authorization..Q1';.+other.--action by, or filing with, any gove:rnmental authority, which has not already been obtained or oompleted, is required in connection with (al the exeoution and delivery of the purchase Agreement, the BRA Note, or the guaranty of the Loan Doouments by the CompanYI or (h) the performance by the Company of the obligations undel' the PU1'chase Agreement, the HRA Note, 01' the guaranty of the Loan Documents, 5.- When exeouted and delivered, the Purchase Agreement, the BRA Note, the guaranty of the Loan Documents and the other documents desoribed in the Resolution shall constitute the legal and binding obligations of, and are valid and enforceable in aocOrdance with their terms against, the Company. I. '1'he opinion is li.Jni.ted: to the laws of Canada. My opinions are li.Jni.ted to the specific i.sues addressed and are li.Jni.ted in all respeot to laws and facts existing on the d~te of this letter. We have rendered thisl' opinion fo:!: yo,":!: benefit ~nd that of your BUClce.sors and assigns,' and for the benefit of the Housing and Redevelopment Authority in and fol' the City of Columbia Heights, Minnesota and for the benefit of Northeast State Bank. We understand and agree that you will be relying on this opinion to render your opinion regarding the matters set forth herein to said entities. No other peraon or entity shall be entitled to rely on this opinion without the prlol' written oonsent of the undereigned. Your. truly, P:aLOQUIN RATTAN DNK/fg _.~ . DO P ~AN 03-09-95 01:21 PM P04 03109(96 10: 2T. PAX 8,1,4.. SQS .4002 . .."..:.. ;'''~PE !lOR INC. '*-1"41. UI 1I~t.lt.lt::u.A.U_.....,..~ .,~...,.. ....... ~"tt-UO ;,,~'~)"7-~.:.o1:,~'J~~~.f"'1 . e1;$&11578&1 . . ' . . ~ .";. ''''''. .::r.,:.~.:,::.:j'..,,:,{:~~~;.~::l: " ," Iill Q02/002 514 3113 4082:#. '.2/.'2 . lINNEX. B ..+, IncIUstry Canada Indu8lll\t Canilda CIIIIW IIIIOloooo ~ACC taI"',...A ...., Sa Ioaiailt ,., ~ CEaTIFJCATB OF OOMPtJANCE S.S. 263m " , ~ . . , c~J-mCA.r DE CONFORMIT.t ,.s. 2Q(2) .-..,......- ....---.,. ,_....~_._. ZAmAN HOLDINGS INC.t GESTllON ZAlDAN' me. M_ ~ t<<POntlO.Ml6tlOllllllUCll\ l1li ,. _iMl! , ;",.,' I JoWWV CiJ.TI1'Y that the ~O!t named abovt 1.I a body ccnporate , .In~.or QClOtinued \IIIdcr th$ C/lNl4411J/sl1tu$ ~ Act and IlOt diIcontinllod under that Act 8lld tbat,.it has not beeIl. dissolved IUIC1 it hll& IeIlt to tho Director the! requirocI. Annual !teMns and l'IinanoiAl Slatements. ~h.&tt~ DOIIlIW Ol,octor . DitCG~1lr ldJoIM Canada . 'RON .14-393-4062 Z331&9 IlI8er . ~ro JB CBJI.'I'D'IB, par IN~, que]a 1OdB4 c1-dea8ns IlItnllomltJo ISlIll1a Penoaao mcnala CClIIlIIilUa!c 011 p~ en VIlrtu do 1a Lol cttMtP-tfM l1li' III svcltth par actIw et ilIa pIJ ohang6 c>> ~ en vonu de eetlf toi et . qu'e!1e !l'a pas ~ dissoutl!l e; 1& scx:.iftlS a reml. au direelellr I=a ~ IJIm""'. at !ell 6tats flllmdm dont l'envoi est'requi&. Marc:h t. , 9951kt & 1'tI:Il'S 1 BlI5 ~ 1CJ:(11(10-94)tlTolII~4O) 03-09-95 11: 2S AM P02 03-09-95 0 I: 21 PM , P05 ANNEX A ~ lIot,plNGSl.lN'~l JelIOL'l1'l'lON8.,W' BOAJU) Qr DT'II'lU"!'M1lB , AND V",.pnt.n'R.1Ul . . WHSRBAS. Zaldan HOIdlll&I, 1'Ilt;. . CaIl&diaa c:orpomtoll (IIarIililaftet ret0tr04 10 u tho "Corporation"), propOIDB to sell to MobI1la, Ltd., the Corporauon'llmotcat 111 Qertaln reat property aDd tho Impro\IememI theteoIl (1l$lnat'ler referred to III tho "Propatl)'") located In l!It City of CoIwnbll HoiJhtl, CClUnty of Anoka, State ot MllWlota IlId more pa1't!ou1arly desctlbed on Fl..J:hlbtt ....,-... <.. -_.._......._-_.~ ... it. hmto; and 'WHBRBAS. .aid saie of the CoIporati.on', lmereet Il1Iho Ptoperty IhaU bo evidenced by a Pu.., AsrtcmGnt between Mobilia, W, .ud !hi Corporation (the "Purcltut AIl'Hmllltn) wbWh .ball plO\lldol Ill'lOl18 othor lhlllp. tile foUowlDa.: (I) The Carporattoft IhaI1 ."Ip to MobUII. Lt\1. III rlJht to receive 8 dcec1 to tho ProperlY frOm tile HOUJ1lli and bdo~ A~ iDw for tho City of OQlumbla Hetaht., MtlIllIlsW (dle 'BBA ") purIIlllnt -to IIIIt ~ I'\JrcIIUe IIl4 Propetty Tax AplIIM%lt dated Novahor 23. 19!14 by ad bttweon Z&Idan Ho14tasa, Inc. ai1d tisl HRA,\ In OOl'\lIdmtlon for tho riJht to rtcelvc HId doad, Mobilia, Ltd. W11 maka the followlnl pa~ CO the lIRA on bahl1f of the CotpOrltlon: (1) The approxlmltely $361,000 down piyment requlrod under the Ilbovc-teforoncod Pw'oIlaH and ~ Tax Apmnem; (2) 'I'M approxlmatoly $250,000 principal paymerrt:l topt.her with ICClrll(l($ InlOi'l1t dmribod In PlBlBPh (e) ot the ~ Note lttacM4 u Rxhibit B to the Purollase and Property Tax AateemOllt, said note to bll tlle;uled .n4 delivered by the Corporation upon tloJiba or tho Pit or the Prol'et1Y (the "BaA Note"); Allo in e1)DiIdol'itlon ror ~ r1lbt U) receive aaId dHd to tho Propert)'. MobUlI. Ltd, Ihall UIUlDlI tI1e ollU..!lolII at 1111 COlJ'Omion Il$Ider tb4I c~ promlaaory l1Oto elated NoVOtnber 23, 1992ln th6 oriawl principal amollllt of 51,133,458.00 1llCeC\ltcc1 by the Co:poratlol\ in favor or ,000.515A1berta Ltd. .1Id Mob!1la, Ltd. .hall execute and deliver to 501956 Alberta Ltd.. a lI10rtSlSIl enculJlbetlna the ~ert:Y to .ecuro '/lid debt; (b) (0) 1 .' FROU 514-.J.1422--~~~--__ 03-09-95 1<: 36 PM P02 03-09-95 01:21 PM P06 ~ (d) A1Io In ecnuldmtlon for die rlaht to melvllll14 dc;ed to the Pt1lpCrty, Mobma, Ltd. ahaU wcute and dell'\llf to Amerloan Bank, Lab Coulltty Stlto lJan\c. lUIl1 Trlcy SlIto , Balik I mortalae ellOlllllbcrlna lhe PJopert)' to aecwo !he Corpotatlon' a obUllticllJ to II1d bankI under its FCJIIlIuor)'1lO/tIdatlld-Aa-of tbo datt of closllll of the II1e of Ill4 PtopO:W 1II1ba ClrlJlDal prlnclpalll11O\1ilt of $160,000. WHBRBAS. to ftDanCe Ihc pIIt'CblmI of the l'roporty .ud to t1~.ftM othw clovet~ !lllOdI at tile PrD~1 Mo'oUIa, Ltd. PIOP08lll to,borrow fl'Cm NCl'Iheaat Sll!t: Bank. I M_ota corporation (lmIl1n&ftor rcfeml1 to lIS tho 'Leu4..~), ,loan Climhll.fW refm'e4 to u tile "LoaD") m the prlllCIptJ IUII\ ot $700,000.00 to 110 IIC1IrecI by. mQftJag' lien UpOll the Pl'opmy, snd h.........__ ..._.,....~.....,. ..-.......~. .. \V'HJllU!AS. to IlvIdenCe and .ccurc the 1.llan, Mcbuta, Ud, propollll to ex~tc IlIcl dellv01' the tollowl.na IDIttWtIOt\ti (hereinafter collcctlvcly rofmed 10 II the "Loan Doemnenu")i (I) A MorqlP 'PromlnOf)' Notllln the prlnolpa1lum ot $700iOOO.OO plyablo to t1ul order of ~er; , :1 (b) A Combtllll~1lft Mortpp, SecUrity AJroemelll lIld PIxtIml Flll.....'''ll Stato=cnt CfIItlng " Uen uPOn tl1I Property to LemlGr p Morta...: Ii i (0) An Aulgnment of 1Aam an4 ReIlti slllgn1nl to LAnde: thlllll1erlllt of Moblli., W. In Ibe WI. and P.onta mmnced theniln; (d) !I!nIIm1ni SlItemenSI petfcctlllJ ft IeC\Irlty llIf/lte1t in filmlture, nmure" oqulpment and olhor property, tIl\Ilblllllld InIanglble, fotmilli put or \be Propottyi (II) A Term LOan aM $eQUr!ty Aareement; and (f) SUch Ill1m' dooumms tCUOnab\.y required by the W6oI' Ul ~UMCtlOI1 with thb lOllI, I, WllB'RBAS, tho &ale of the Property would. I10t 1:\1 polllble ~e the Lender would. I10t mako tlle loan but tor tho corporation" i\lmnty of tho 1o&n and MobUla, Ltd. 'I obUlltIollt Il%I4cr the 1.I.lan OOCUmllftta, z ,.. 'iOM 614-9391422--------- O,,09-S, 12:3' PM POJ 03-09-95 01:21 PM PO? WnmmAS, The Boml or Directors and Shareholden of thll Corporatlon M'I'e dJleml.lncd that It will be In tho beat II1tcl'CllI of lhII Corporatlon tor the ccnpon.tion to IOl1lulnmm In tho Propmy. WHE.1l.BAS, AmerlOIIla BaIlIe, TrIo)' Slat! Bank and Lalca CDIIIlf:rY State BIlIk haw obtalne4 __......._. "....__u._ ___._~ a jgclsment asalnlt I!le Corpotatlon In the aptltoxllllato PI10Unt of $160,000 IIld u1d bIlIkJ have qrIllId to release saldjudsmont upon the wcutl(m b)' the Corporation ora pr'OIlllllOr)' llOte (tho "Mall Note') tor laid amllUl1t, aeeured by II mortPiC agallllt the l'ropm, 0XIllllt0d b)' MobDIa, Ltd. lUlSOJ.,VED, that tile" teIOlutlona are e.nactei1 by the Board of DIrecton and Sharcboldm of thlI Corpgratloll 011 their bobllt a:lId on bohalton!itC6~. FtJRTHmt aBSOLVBD, that rho COll'OratlCll1lbatl1011 tr.lJItomt In Ule 1'I'Ilperty to Mobilia, Ltd. al c1eecribcd above. JhalI exo=uta and deliver the MtlI Nate, I1W1 executa IIld deliver tho IDA , Noto, aM .haU suaramY tho Lou IIU1 Mobilia, Ltd.'. obllptlol1l under the LoaD Doo\lmtnU. PlJRTHBP. RESOLVlm, that oither Mi4hol Zaldial, Cbahmm or the Corpon.tion, Jonph Zaldll:l, PrtIldent of tho Ccnpontlon. or Gordon Awswnb. !he llxoc:uttvo Vloe hclldallt of' the :'i Corpora~on, tbaI1 be and it authorlzed, empowered. and d.lrc$d 1ft tho n&al.O of Md 011 behalf of thll Corporation, to ~, ackIl.OWlt4p aIld deliver the Purchue Aireomcnt, the Ouaranty, the M.ll Note, and. tilt lIRA Noto. and eacb of them, and fIlCh other 40cumenlI II 11'0 neeellatY to effellluate tho traflIlctltW c1eI;rtbed In thl. ReIolutlon, wlth aueh o\lIl"ael \:b.o1'elll II may be acr;eptable to ~ch pet.on, as collCluilv~y avjdonQed by till execution thereof. FURTHER RBSOLVEO, that IUQh pel10n Ihall be and la beroby. authorized. cmpowared ami dlrallt.ed to de and perfonu caoh and 1MI)' Ict and IlCfCUllI IDJ' and aU dClC'llmOntl and Inlti'UmetUIln fhe IllImts of tlIl1 Corporation p may ~ nccDiall'Y or dGllrablo to ellAble thi8 Cotpotltloll to ..11111 3 FROM 614-9391422---~----- 03-0g-Q5 12:38 PM P04 03-09-95 01:21 PM POB lntemt In the Prapert)'. to ~ tlle to.lland to carty Q\I\ tho purport alll1 ilItml of l\11l fmaoilli blolutlolll. Muoh 8, lU' DIIC ~ Me,roh 8, U9' Daf.ll . ...____ ~.._~..~_.......-.M .._, bate - .. ,DIIector MUQh 8. 1995 bate ~," ~I Mat"Ch e, lQ~~, 'Date lW.' 4 "' PROM 514-9391422--------- 03-09-95 12:36 PM P05 03-09-95 01: 21 PM ..+, IndustrY Canada IndUutrItt Caoada co.rla _ Q\lqMnGoIlll "" 1ai ....n JIImru_ lot...... par ~ CERTJF1CATE OF COMPUANCE s.s. 263(2) " ZAmAN HOLDINGS JNCJ G&-.'.I.ION ZAmAN 1Ne. P09 CEIlTIFlCAT DE CONJORMI'l't ,"So 26.l<Z) .~.~._~~ .__.._~.... ~ ....,...,.-...... 23:\16509 M_ of ""I'OAU\llt'~MUCII lie I. poclftf I HEltimv a1T1l'Y that the lXI1pQ1'atlOrf named 'above ill a body ~'1""&Ite .lnCOIporaIIld or ClOI1liriued WIder the Qmada Bu.ftItuI ~.4.ct Ind IlOt cliIcantUl.uelt undct that Ad IJld ibaUt bas not been dlIsolved IIIld it hu iCtlt tCIlho DlreolOr the requtmI AnnuaIlteNms IIICi Financial ~ts. ~h.&a~' ItOp/W DI'Kttll' . DIr.taII' Idjajnt Gmada FROM ~14-393-4062 ~r . IIIII4ro JB CBlTIl'IS, par Jes pr6sImres, que 1a socUtt cl-dewls menUoDDee est UlIe Persoane l'llOn\kl CllWIilU6: 011 ProtOFc CIl vtmll cIc 1a IAl ~ 11II' '" S()Cibb par (1Cl/ons et uti pas cIlani6 dfl ~e en w:tu de cette Loi et , qu 'eIle II 'a pas 6t6 dlaaufll It 1a soci6tO a rem!. au directeut ~ mppo.T.tI llMllCIs It Ics eats f1nmdm dentrItenvoi eat'roquia. Mardi e. 199&no 8 IIIIl'I 1881i I)qte lC~IIIIl''''(_''<<>) 03-09-9S I [ : 25 AM P02 SE,;T BY:KUTAK ROCK DENVER 3-10-95 3:13PM; KUTAK ROCK DENVER A~ ~k;~~\S 612 332 2740;# 21 3 KUTAK ROCK A flAATNEflSl"'IlP INCLUDINQ. P::'!QFESSIONAI. CORPORATIONS SUITE 2900 71; $5Vf::NTEENitot STREET OENVER. COLORADO B0202-S329 30::'-297-t!400 FACSlf...1ILt;: 303.2e~.77S9 ATLANTA KANSAS CITy LITTLE RO(;K NQW YQRt<, QKL^HOMA CITY OMAHA , PhOENl::O: PltTSBUA(lH WASHINGTON March 10, 1995 O'Neill, Burke, O'Neill, Leonard & O'Brien, Ltd. 800 Norwest Center 55 East 5th Street St Paul, MN 55101 Re: Mobilia, Ltd. Loan Transaction Gentlemen: . We have served in the limited capacity of special counsel to the above referenced Mobilia, Ltd., a Delaware corporation (the "Corporation") in connection with reinstatement of the Corporation in good standing in the State of Delaware. In the course of that representation we have reviewed the following documents relating to the Corporation: (a) Certificate of Incorporation filed with the Delaware Secretary of State on September 11, 1992; (b) Certificate of Good Standing for the Corporation dated March 9, 1995, issued by the Delaware Secretary of State and the Certificate of Secretary of the Corporation; (c) Certificate of Secretary of the Corporation, including a copy of Resolutions of Board and Directors and Shareholders (the "Resolutions") certified by the Corporation's Secretary; (d) Unanimous Written Consent of the Board of Directors in Lieu of Organizational Meeting (signatures: Michael Zaidan and Joseph Zaidan, as directors); (e) Stock Celiificate No.1 issued to Renee Zaidan for 10 shares of common stock, $.01 par value (signature: Joseph Zaidan, as President and Secretary): (f) Unanimous Written Consent of the Board of Directors in Lieu of Meeting approving the Amended and Restated Bylaws (signatures; Michael Zaidan and Joseph Zaidan, as directors); <Il!64853.1 SENT BY:KUTAK ROCK DENVER 3-10-35 3:14PM KUTAK ROCK DENVER A~ 612 332 2740;# 3/ 3 KUTAK ROCK O'Neill, Burke, O'Neill, Leonard & O'Brien, Ltd. March 10, 1995 Page 2 (g) Certificate of Secretary Regarding Amended and Restated Bylaws (signature: Joseph Zaidan, M Secretary); and (h) Amended and Restated Bylaws of Mobilia, Ltd. (no signature required). . Based on OUf review of the foregoing documents and such other matters of law and fact as we have deemed applicable, we are of the opinion that: 1. The Corporation is duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. The Resolutions authorize Gordon Awsumb as Assistant Secretary, in the name of and on behalf of the Corporation to execute and deliver the documents referred to in the Resolutions. In rendering the opinion set forth above, we have not reviewed any of the documents referred to in the Resolutions or otherwise relating to the above referenced loan transaction. We understand that you are relying on this opinion in rendering an opinion on these and other matters in connection with the above referenced loan transaction. You may rely on this opinion for tlJat purpose but no other. No other party may rely on or quote this opinion without our express written consent. OUf opinion is limited to the laws of the state of Delaware in existence on the date of this opinion and to those matters specifically set forth herein. Very truly yours,;/ ,!./~-LI/4~L ~(jk 02/64853.1 03-08-1995 14:18 612 297 6287 MINNESOTA DEVELEPMENT. INMAR 08 '95 e2~~5PM EXHIBIT D CERTIFICATE OF OFFICER OF MOBn..IA, LTD. I, the undersigned, hereby certify to O'Neill, Burke, O'Neill, Leonard & O'Brien, Ltd. that I am the President of Mobilia, Ltd., a cOlporation organized under the laws of the State of Delaware (the "Company") and have knowledge of the matters contained in this Certificate and hereby further certify that: 1. The Articles of Incolporation of the Company attached to this Certificate as Exhibit "A" and the By-Laws of the Company attached to this Certificate as Exhibit "B" are we and correct copies of the current Articles of Incolporation and By-Laws of the Company, have not been altered, modified or amended and are still in force and effect. 2. The following person have been duly elected to and do now hold the offices set forth below and the signature opposite the typed name of each such person is authentic and official: ~ Office /.--q "d'v / /.A- .'-'/ ,,_/-Alr7 " __ p!v. ....-__ /--'/ 3. The resolut n ttached to this Certificate as Exhibit "C" (the "Resolution") was duly adopted by the Board of Directors of the Company on March _' 1995 and has not been altered, amended, repealed or rescinded, and are now in full force and effect. Joseph Zaidan President/Secretary Michel Zaidan Cha;nnan 4. Neither the execution or delivery of the fInanCing documents, instruments and papers by and between the Company and Northeast State Bank described in the Resolution (the "Loan Documents") nor the Purchase Agreement described in the Resolution (the "Purchase Agreement"), both with respect to certain real and personal property located in the State of Minnesota, as described in the Loan Documents and the Purchase Agreement (the "Property") nor the consummation of the transactions contemplated therein, will conflict with, or result in a breach of, any contract, license or undertaking to which the Company Is a party or by which any of its property is bound, or constitute a default thereunder, or result in the creation of any lien or encumbrance upon the Property, except as contemplated in the Loan Documents or the closing documents to be executed and delivered pursuant thereto. S. No legal or administrative proceeding is pending or threatened against the Company which would adversely affect its right to enter into the Loan Documents or the Purchase Agreement. There are no condemnation or eminent domain proceedings pending Of, to my knowledge, threatened with respect to the Property and there are no legal or administrative proceedings pending or, to my knowledge, threatened affecting the Property. 6. No voluntary proceeding Of petition has been instituted by the Company, and no proceeding has been instituted Of, to my knowledge, threatened to be instituted against the Company, under the bankruptcy laws of the United States or any other country or any political subdivision thereof, 03-08-1995 14:19 612 297 6287 MINNESOTA OEVELEPMENT. INMAR 08 '95 02~25PM the Company has made no assignment of of its assets or properties for the benefit of its creditors, has not consented to the appointment of a receiver or trustee for any of its property or assets, and has not been adjudicated bankrupt, no court has entered any order appointing a receiver or trustee for any assets of the Company, or has assumed the custody of, or sequestered any property or assets of the Company, and no attachment has been made on any Property or assets of the Company. IN WITNESS WHEREOF, I have hereunto set my hand this ~day of March, 1995. Subscribed and sworn to before me this day of March, 1995. Notary Public 12729) 2 03-08-1995 14:20 612 297 6287 MINNESOTA OEVELEPMENT. INMAR 08 '95 P 014 02:25PM EXHIBIT C CERTIFICATE OF OFFICER OF ZAmAN HOLDINGS, INC. I, the undersigned, hereby certify to O'Neill, Burke, O'Neill, Leonard & O'Brien, Ud. that I am thechairman&Presidenef Zaidan Holdings, Inc., a corporation organized under the laws of Canada (the "Company") and have knowledge of the matters contained in this Certificate and hereby further certify that: 1. The Articles of Incorporation of the Company attached to this Certificate as Exhibit "A" and the By-Laws of the Company attached to this Certificate as Exhibit "B" are true and correct copies of the current Articles of Incorporation and By-Laws of the Company, have not been altered, modified or amended and are still in force and effect. 2. The following person have been duly elected to and do now hold the offices set forth below and the signature opposite the typed name of each such person is authentic and official: NmG ~i1!nlitUre rff" ( -/r / .--..J._- ::- m" iU/) ~. 'V~ 1_.___/ V Office Michel Zaidan Chairman 3 . The resolution atta adopted by the Board of Direc ( rs amended, repealed or rescind , President Joseph Zaidan this Ce . Icate as Exhibit "c" (the "Resolution") was duly mpany on March _, 1995 and has not been altered, re now in full force and effect. 4. Neither the execution or delivery of the guaranty of the financing documents, instruments and papers by the Company in favor of Northeast State Bank described in the Resolution (the "Guaranty") nor the Purchase Agreement described in the Resolution (the "Purchase Agreement"), both with respect to certain real and personal property located in the State of Minnesota, as described in the Loan Documents and the Purchase Agreement (the "Property"), nor the HRA Note described in the Resolution, nor the consummation of the transactions contemplated therein, will conflict with, or result in a breach of, any contract, license or undertaking to which the Company is a party or by which any of its property is bound, or constitute a default thereunder. S. No legal or administrative proceeding is pending or threatened against the Company which would adversely affect its right to enter into the HRA Note, the Guaranty or the Purchase Agreement. There are no condemnation or eminent domain proceedings pending or, to my knowledge, threatened with respect to the Property and there arc no legal or administrative proceedings pending or, to my knowledge, threatened affecting the Property. 6. No voluntary proceeding or petition has been instituted by the Company, and no proceeding has been instituted or, to my knowledge, threatened to be instituted against the Company, under the bankruptcy laws of the United States or any other country or any political subdivision thereof, the Company has made no assignment of of Its assets or properties for the benefit of its creditors, has not consented to the appointment of a receiver or trustee for any of its property or assets, and has not 03-08-1995 14:20 612 297 6287 MINNESOTA OEVELEPMENT. INMAR 08 '95 02~~5PM been adjudicated bankrupt, no court has entered any order appointing a receivcr or trustee for any llBsets of the Company, or has assumed the custody of, or scqucstered any propcrty or assets of the Company, and no attachment has been made on any Property or assets of the Company. IN WITNESS WHEREOF, I have hereunto set my hand this .!ill;1day of March, 1995. ZAIDAN HOLDINGS, INC. -~_.... . Subscribed and sworn to before me this day of March, 1995. Notsry Public Im9_1 2