Resolutions-2018-005

*(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 Fire Truck Acquisition Bonds, Series 2018A (the “Bonds”) in the amount of $1,000,000, dated April 4, 2018, 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 April 4, 2018, and pursuant to a resolution (the “Resolution”) of the Issuer adopted on March 20, 2018. 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, 2018, at the respective rates as follows: <table> <tr> <th>Date</th> <th>Principal</th> <th>Interest Rate</th> <th>Date</th> <th>Principal</th> <th>Interest Rate</th> </tr> <tr> <td>2019</td> <td>$30,000</td> <td>___%</td> <td>2029</td> <td>$50,000</td> <td>___%</td> </tr> <tr> <td>2020</td> <td>$40,000</td> <td>___%</td> <td>2030</td> <td>$50,000</td> <td>___%</td> </tr> <tr> <td>2021</td> <td>$40,000</td> <td>___%</td> <td>2031</td> <td>$55,000</td> <td>___%</td> </tr> <tr> <td>2022</td> <td>$40,000</td> <td>___%</td> <td>2032</td> <td>$55,000</td> <td>___%</td> </tr> <tr> <td>2023</td> <td>$40,000</td> <td>___%</td> <td>2033</td> <td>$55,000</td> <td>___%</td> </tr> <tr> <td>2024</td> <td>$40,000</td> <td>___%</td> <td>2034</td> <td>$60,000</td> <td>___%</td> </tr> <tr> <td>2025</td> <td>$45,000</td> <td>___%</td> <td>2035</td> <td>$60,000</td> <td>___%</td> </tr> <tr> <td>2026</td> <td>$45,000</td> <td>___%</td> <td>2036</td> <td>$65,000</td> <td>___%</td> </tr> <tr> <td>2027</td> <td>$45,000</td> <td>___%</td> <td>2037</td> <td>$70,000</td> <td>___%</td> </tr> <tr> <td>2028</td> <td>$45,000</td> <td>___%</td> <td>2038</td> <td>$70,000</td> <td>___%</td> </tr> </table> Principal of the Bonds maturing in the years 2026 to 2038, inclusive, are subject to optional redemption prior to maturity on June 1, 2025, or on any date thereafter on terms of par plus accrued interest, and principal of the Bonds is subject to mandatory redemption at the times and on the terms as set forth 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 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