I-1 - Preliminary Official Statement - UR Loan Agreement

*(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 Corporate Purpose Bonds, Series 2022A (the “Bonds”) in the amount of $2,755,000, dated May 18, 2022, 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 May 18, 2022. 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, 2022, at the respective rates as follows: Date Principal Interest Rate Date Principal Interest Rate 2023 $25,000 ____% 2031 $200,000 ____% 2024 $335,000 ____% 2032 $205,000 ____% 2025 $170,000 ____% 2033 $210,000 ____% 2026 $180,000 ____% 2034 $215,000 ____% 2027 $180,000 ____% 2035 $110,000 ____% 2028 $185,000 ____% 2036 $115,000 ____% 2029 $190,000 ____% 2037 $120,000 ____% 2030 $195,000 ____% 2038 $120,000 ____% Principal of the Bonds maturing in the years 2030 to 2038, inclusive, is subject to optional redemption prior to maturity on June 1, 2029, or on any date thereafter on terms of par plus accrued interest, and principal of the Bonds is subject to mandatory redemption in accordance with the schedules set out in the Resolution. 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 and the Loan Agreement are valid and binding general obligations of the Issuer. 3. All taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation as to rate or amount. 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