I-1 - Preliminary Official Statement Series 2021A Refunding

APPENDIX B FORM OF BOND COUNSEL OPINION We hereby certify that we have examined certified copies of the proceedings (the “Proceedings”) of the City Council of the City of Tiffin (the “Issuer”), in Johnson County, State of Iowa, passed preliminary to the issue by the Issuer of its General Obligation Annual Appropriation Refunding Bonds, Series 2021A (the “Bonds”) in the amount of $2,650,000, dated March 9, 2021, 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 March 9, 2021. The Bonds mature on June 1 in each of the respective years and in the principal amounts and bear interest payable semiannually, commencing December 1, 2021, at the respective rates as follows: Date Principal Interest Rate Date Principal Interest Rate 2022 $365,000 ____% 2026 $385,000 ____% 2023 $370,000 ____% 2027 $385,000 ____% 2024 $375,000 ____% 2028 $395,000 ____% 2025 $375,000 ____% The Bonds are not subject to optional redemption prior to maturity. Based upon our examination, we are of the opinion, as of the date hereof, that: 1. The Proceedings show lawful authority for such issue under the laws of the State of Iowa. 2. The Bonds are general obligations of the Issuer, payable from amounts on deposit in the Issuer’s Debt Service Fund and the Bond Fund created in the Resolution, and other revenues and funds, to the extent lawfully available for such purpose, all of the foregoing subject to non-appropriation by the Issuer in any fiscal year. The Bonds do not constitute a continuing obligation of the Issuer in any fiscal year beyond those fiscal years for which funds have been appropriated for the payment of the Bonds by the City Council and do not constitute debt within the meaning of any constitutional or statutory debt limitation. 3. FUNDS FOR THE PAYMENT OF PRINCIPAL AND INTEREST ON THE BONDS ARE SUBJECT TO NON- APPROPRIATION BY THE ISSUER ANNUALLY AS DESCRIBED IN THE RESOLUTION, AND THERE IS NO CONTINUING OBLIGATION ON THE PART OF THE ISSUER TO APPROPRIATE FUNDS SUFFICIENT TO MAKE PAYMENTS OF PRINCIPAL AND INTEREST ON THE BONDS BEYOND ANY FISCAL YEAR FOR WHICH FUNDS HAVE BEEN APPROPRIATED. 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 treated as a preference item in calculating the federal alternative minimum tax imposed under the Internal Revenue Code of 1986 (the “Code”). The opinions set forth in the preceding sentence are 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 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 *This form of bond counsel opinion is subject to change pending the results of the sale of the Bonds contemplated herein. B-1