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Cancelled Bonds U8212$ 00784u REGISTERED REGISTERED NUMBER R-4 $250,000.00 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR ••••••�tOTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the r.egistered owner hereof,Cede& Co.,has an interest herein. •••• • • • • UNITED STATES OF AMERICA . "••••' STATE OF KANSAS ..••4 COUNTY OF SALINE • •• • • CITY OF SALINA• GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES 2008-A • • Interest Maturity Dated CUSIP: Rate: 3.75% Date: October 1,2012 Date: July 15,2008 794743 P57 REGISTERED OWNER: CEDE & CO. Z PRINCIPAL AMOUNT: TWO HUNDRED FIFTY THOUSAND DOLLARS CO 00 KNOW ALL PERSONS BY THESE PRESENTS: That The City of Salina, in the County of } Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be.indebted and F'— promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest f— O Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from Z W the Dated Date shown above, or from the most recent date to which interest has been paid or duly < provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2009 ' (the"Interest Payment Dates"),until the Principal Amount has been paid. 0 Method and Place of Payment. The principal or redemption price of this Bond shall be paid at S W maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or — redemption date thereof, upon presentation and surrender of this Bond at the principal office of the O Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The O interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this m Bond is registered on the registration books maintained by the Bond Registrar at the close of business on the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the a calendar month next preceding the Interest Payment Date. Such interest shall be payable (a)by check or t z draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or 0 at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in, CO U82123 the case of an interest payment to Cede & Co. or any Owner of$500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such Registered Owner,not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number. to which such Registered Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on.the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be paid in the manner established in the within defined Bond Resolution. .. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning;assigned to such terms in the hereinafter defined Bond Resolution. • ...... ••• Authoiizatfop of Bonds. This Bond is one of an authorized series of Bonds of the Issuer •• ••• designated "Genefl?Obligation Internal Improvement Bonds, Series 2008-A," aggregating the principal ame¢M St $3,7120,000 (the "Bonds") issued for the purposes set forth in the Ordinance of the Issuer ••••� authorizing theZssuance of the Bonds and the Resolution of the Issuer prescribing the form and details of •.•••• the*Bemis (joigtly.the "Bond Resolution"). The Bonds are issued by the authority of and in full .••• compliance with the provisions, restrictions and limitations of the Constitution and laws of the State.of Kans'ag,•including K.S.A. 12-6a01 et seq. and K.S.A. 12-685 et seq., as amended, and all,other provisions of the taw§of the State of Kansas applicable thereto.• • General Obligations. The Bonds constitute general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited.by 'the construction of certain Improvements (as said term is described in the Bond Resolution) and if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real,and personal, within the territorial limits of the Issuer, the balance being payable from ad valorem taxes which may be levied without limitation as to rate or amount:upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby pledged for the payment of the principal of and interest on this Bond and the issue of which it is a part as the same respectively become due. Redemption Prior to Maturity. The Bonds are subject-to redemption prior to maturity, as follows: Optional Redemption. At the option of the Issuer,. Bonds maturing in the,Yea"rs`2018 and thereafter, may be called f o r redemption and payment prior to maturity on October.1,2017;or thereafter, as a whole or in part(selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption Price of 100% (expressed as a percentage of the principal amount);plus accrued interest thereon to the date of redemption. Redemption Denominations. Whenever the Bond Registraris to select Bonds for the purpose of redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized Denomination, if less than all of the Bonds then Outstanding are to be called for redemption,treat each minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in the denomination of a minimum Authorized Denomination. Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the State Treasurer of Kansas, and to the Bond Registrar in accordance with the Bond Resolution. The Issuer shall cause the Bond Registrar to notify each Registered Owner at the address maintained,on the Bond Register, such notice to be given by mailing an official notice of redemption by first class mail at least 30 2 • $00°�`j822 days prior to the redemption date. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest. Book-Entry System. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be.deposited with the Securities Depository and immobilized in its custody. The book-entry system will. evidence positions held in the Bonds by the Securities Depository's participants, beneficial owchip of the Bonds in authorized denominations being evidenced in the records of such participants. , ..•• Transfers of oinerslgp shall be effected on the records of the Securities Depository and its participants pursuant to rules'ma procedures established by the Securities Depository and its participants. The Issuer .....• and:ne gond IIe4iVirpr will recognize the Securities Depository nominee, while the Registered Owner of ••••a this .Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium,i if any, and interest on, this Bond, (ii)notices and(iii) voting. Transfer of principal, • interest and any redemption premium payments to participants of the Securities Depository, and transfer ... of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of stith•bineficial owners. The Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants: While the Securities Depository nominee is the owner of this Bond,,notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the.Issuer, the Bond Registrar and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with.a written instrument of transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any authorized denomination'of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar; 3 06212 • IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas, and that the total indebtedness of the Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal to be affixed hereto or imprinted hereon. • • • • • CITY OF SALINA,KANSAS •' eF .•.• • , . ; , -:ir•Ta , _ __..4_‘„astj 5 L____A___ • • • , •:.._ • ••• MUST: • ••" • • • • •• •••• • • • • •0 glirie By • Clerk • . CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2008-A, of The City of Salina,Kansas,described in the within-mentioned Bond Resolution. JUL 3 0 2008 Registration Date _ Office of the State Treasurer, Topeka,Kansas, as Bond Re:istrar and Agent By , . �_-- Registration Number 0322-085-071508-858 / 4 . • U8212300� CERTIFICATE OF CLERK STATE OF KANSAS ) ) SS. COUNTY OF SALINE ) •••• The undersigned, Clerk of The City of Salina, Kansas, does hereby certify that the within Bond - has heedtluly registered in my office according to law as of July 15, 2008. • .... WITNESS niy hand and official seal. • Waal/Liu •.•.•. ' taro •• s • • Clerk • • • • • • CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS LYNN JENKINS, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in the office of the State Treasurer, and that this Bond was registered in such office according to law on_ JUL 3 0 2008 WITNESS my hand and official seal. (Facsimile Seal) By: mien-e-' '-" 'Celt • Treasurer of the State ofKanfas 5 'U82123°°7825 ""'" " " BOND ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es)hereby sell, assign and transfer to (Name and Address) •• • . • • •...• (Social Security or Taxpayer Identification No.) • the BS to which this assignment is affixed in the outstanding principal amount of $ . standing Ih the:nacne•of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint as agent to transfer said Bond on the .. books of said BQndRegistrar with full power of substitution in the premises. . . • • •-• Dated...' • Name• • Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: By • 6 • U821300�X816 LEGAL OPINION • The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds: • GILMORE &BELL,P.C. •• •• Attorneys at Law • • • • " 2405 Grand Boulevard • • • Suite 1100 • • Kansas City, Missouri 64108 • • • • .. •• • • - r • ..• .. .... . . GovhniaeBody Hutchinson, Shockey, Erley&Co. City ofaljna, Kansas Chicago, Illinois • • Re: $3,720,000 General Obligation Internal Improvement Bonds, Series 2008-A, of the City of Salina, Kansas, Dated July 15, 2008 We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas (the "Issuer"), of the above-captioned bonds (the `Bonds"). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the resolution adopted by the governing body of the Issuer prescribing the details of the Bonds. Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based upon the foregoing, we are of the opinion,under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Bonds are payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent that necessary funds are not provided from other sources. 7 U82123 04 1821 3. The interest on the Bonds (including any original issue discount properly allocable to an owner of a Bond) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; such interest, however, is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion set forth in this paragraph are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds from gross income for federal • income tax purposes. The Issuer has covenanted to comply with all of these requirements. Failure to• comply ygith certain of these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been.•�..esignated'a5"qualified tax-exempt obligations" for purposes of Section 265(b) of the Code. We ••• •• express no opin?oxregarding other federal tax consequences arising with respect to the Bonds. • • •• • • ••••• •.•4. FM (interest on the Bonds is excluded from computation of Kansas' adjusted gross incdme.... .. . • • • • • • We express no opinion regarding the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Offiettl•3ptement). Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. The rights of the owners of the Bonds and the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion." GILMORE&BELL,P.C. 8 r • U82123007803 REGISTERED NUMBER R -2 REGISTERED G� $250,000.00 �f Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ( "DTC "), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), AN};••;• TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as theme * * *• registered owner hereof, Cede & Co., has an interest herein. COUNTY OF SALINE .. . Al, 'OF'SALINAa GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIE%2U08'[AX, • .... Interest Maturity Dated CUSIP: Rate: 4.00% Date: October 1, 2010 Date: July 15, 2008 794743 P32 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: TWO HUNDRED FIFTY THOUSAND DOLLARS KNOW ALL PERSONS BY THESE PRESENTS: That The City of Salina, in the County of Saline, State of Kansas (the "Issuer "), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a 360 -day year of twelve 30 -day months), from the Dated Date shown above, or from the most recent date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2009 (the "Interest Payment Dates "), until the Principal Amount has been paid. Method and Place of Payment. The principal or redemption price of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar "). The interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Bond is registered on the registration books maintained by the Bond Registrar at the close of business on the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in l — — I• } H D F— U Z W Fa— Cl) O dZ �W Y O m • OF UNITED STATES AMERICA �:..:. STATE OF KANSAS COUNTY OF SALINE .. . Al, 'OF'SALINAa GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIE%2U08'[AX, • .... Interest Maturity Dated CUSIP: Rate: 4.00% Date: October 1, 2010 Date: July 15, 2008 794743 P32 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: TWO HUNDRED FIFTY THOUSAND DOLLARS KNOW ALL PERSONS BY THESE PRESENTS: That The City of Salina, in the County of Saline, State of Kansas (the "Issuer "), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a 360 -day year of twelve 30 -day months), from the Dated Date shown above, or from the most recent date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2009 (the "Interest Payment Dates "), until the Principal Amount has been paid. Method and Place of Payment. The principal or redemption price of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar "). The interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Bond is registered on the registration books maintained by the Bond Registrar at the close of business on the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in l — — I• } H D F— U Z W Fa— Cl) O dZ �W Y O m • U8212�3 00� 04 • the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be paid in the manner established in the within defined Bond Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall •balm the meanings assigned to such terms in the hereinafter defined Bond Resolution. Authorization of Bonds. This Bond is one of an authorized series of Bonds of th'e lgsuer designated "General Obligation Internal Improvement Bonds, Series 2008 -A," aggregatilsg the pnnc ipal amount of $3,720,000 (the "Bonds ") issued for the purposes set forth in the Ordinance of t iSSuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing tl e'f'orm and details of the Bonds (jointly the "Bond Resolution "). The Bonds are issued by the authority of agd•irr full compliance with the provisions, restrictions and limitations of the Constitution and laws of.the'State of Kansas, including K.S.A. 12 -6a0I et seq. and K.S.A. 12 -685 et seq., as amended, and all. other provisions of the laws of the State of Kansas applicable thereto. General Obligations. The Bonds constitute general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain Improvements (as said term is described in the Bond Resolution) and; if not so • paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer, the balance being payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby pledged for the payment of the principal of and interest on this Bond and the issue of which it is a part as the same respectively become due. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as follows: Optional Redemption. At the option of the Issuer,. Bonds maturing in the years.' 2018 and thereafter, may be called for redemption and payment prior to maturity on October 1; 2017; or thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the date of redemption. Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized Denomination, if less than all of the Bonds then Outstanding are to be called for redemption treat each minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in the denomination of a minimum Authorized Denomination. Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the • State Treasurer of Kansas, and to the Bond Registrar in accordance with the Bond Resolution The Issuer shall cause the Bond Registrar to notify each Registered Owner at the address maintained.on the Bond Register, such notice to be given by mailing an official notice of redemption by first class mail at least 30 2 .... mo3 001 • days prior to the redemption date. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest. Book -Entry System. The Bonds are being issued by means of a book -entry system with no physical distribution of bond certificates to be made except as provided in the Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued arC& required to be deposited with the Securities Depository and immobilized in its custody. The book - entry, system will evidence positions held in the Bonds by the Securities Depository's Rartioipants,Nenalicial ownership of the Bonds in authorized denominations being evidenced in the records iif grch participants. Transfers of ownership shall be effected on the records of the Securities Depository and its paMibipants „ pursuant to rules and procedures established by the Securities Depository and its participants. 1fhe Issuer ..... • and the Bond Registrar will recognize the Securities Depository nominee, while the Reglstereriow ter of ...... this Bond, as the owner of this Bond for all purposes, including (i) payments *Werincipal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. *Transfer of-pnneipal, •' interest and any redemption premium payments to participants of the Securities D'epository,'antt "nsfer of principal, interest and any redemption premium payments to beneficial owners of the. Wilds by participants of the Securities Depository will be the responsibility of such participants and othernominces of such beneficial owners. The Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants'or persons acting through such participants. While the Securities Depository nominee is the owner -of *this t Bond,. notwithstanding the • provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the.Issuer,'the Bond:Registrar and the Securities Depository. N Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY . OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with.a written instrument of transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered' Owner's duly authorized agent, and thereupon a new Bond or Bonds in any authorized denominatiorr. of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The.Issuer shall pay all costs incurred in connection with the issuance, payment and. initial registration of.the:Bonds and the cost of a reasonable supply of bond blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. Authentication. This Bond shall not be valid or become obligatory for any .purpose or be entitled to any security or benefit under the hereinafter defined Bond.'Resolution until the'Certificate of • Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar: 3 0 U821230078 00� 1806 IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas, and that the total indebtedness of the Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, a!4jg seal to be affixed hereto or imprinted hereon. ..ATTEST: By.�%�LK� Clerk • CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2008 -A, of The City of Salina, Kansas, described in the within - mentioned Bond Resolution. Registration Date JUL 3 0 2008 Office of the State Treasurer, Topeka, Kansas, as Bond Regiayar and Paying Agent M Registration Number 0322 - 085- 071508 -858 CITY OF SALINA, KANS49 • •; • •; ..... ..... 'ay6F •..• - .....• • CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2008 -A, of The City of Salina, Kansas, described in the within - mentioned Bond Resolution. Registration Date JUL 3 0 2008 Office of the State Treasurer, Topeka, Kansas, as Bond Regiayar and Paying Agent M Registration Number 0322 - 085- 071508 -858 n L� U8212l300��801 CERTIFICATE OF CLERK STATE OF KANSAS ) SS. COUNTY OF SALINE ) The undersigned, Clerk of The City of Salina, Kansas, does hereby certify that the wilhirr $ond has been duly registered in my office according to law as of July 15, 2008. WITNESS my hand and official seal. .... 01 1870 Clerk CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS • LYNN JENKINS, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed ifi o f the SState Treasurer, and that this Bond was registered in such office according to law on �' WITNESS my hand and official seal. „ (Facsimile Seal) By_ Treasurer of the State of Kansa's R 0 082123 BOND ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer to • Signature (Sign here exactly as name(s) appear on the face of Certificate) _ Signature guarantee: By R (Name and Address) (Social Security or Taxpayer Identification No.) • • •..' the Bond to which this assignment is affixed in the outstanding principal amouni*ofS standing in the name of the undersigned on the books of the Bond Registrar. Thg •tlgdersi�gned�oTes) hereby irrevocably constitute and appoint as agent to trartfer said Bond on the books of said Bond Registrar with full power of substitution in the premises. .... . ".'. Dated Name Social Security or Taxpayer Identification No. • Signature (Sign here exactly as name(s) appear on the face of Certificate) _ Signature guarantee: By R 0 U821y300� 1809 LEGAL OPINION The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds: Governing Body Hutchinson, Shockey, Erley & Co. City of Salina, Kansas Chicago, Illinois Re: $3,720,000 General Obligation Internal Improvement Bonds, Series 2008 -A, of the City of Salina, Kansas, Dated July 15, 2008 • We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas (the "Issuer "), of the above - captioned bonds (the `Bonds "). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the resolution adopted by the governing body of the Issuer prescribing the details of the Bonds. Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Bonds are payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent that necessary funds are not provided from other sources. is % GILMORE & BELL, P.C. Attorneys at Law ...... 2405 Grand Boulevard .... ...... Suite 1100 •• •• Kansas City, Missouri 64108 ..... .... ...... ..... . ...... e ...... Governing Body Hutchinson, Shockey, Erley & Co. City of Salina, Kansas Chicago, Illinois Re: $3,720,000 General Obligation Internal Improvement Bonds, Series 2008 -A, of the City of Salina, Kansas, Dated July 15, 2008 • We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas (the "Issuer "), of the above - captioned bonds (the `Bonds "). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the resolution adopted by the governing body of the Issuer prescribing the details of the Bonds. Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Bonds are payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent that necessary funds are not provided from other sources. is U8111�300 810 • 3. The interest on the Bonds (including any original issue discount properly allocable to an owner of a Bond) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; such interest, however, is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion set forth in this paragraph are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code "), that must be satisfied subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds from gross income for federal income tax purposes. The Issuer has covenanted to comply with all of these. requirements. Failure to comply with certain of these requirements may cause interest on the Bonds to be included in gro&9IACome .. for federal income tax purposes retroactive to the date of issuance, of the Bonds. ;Thy fonds fia�•e not ••�..� been designated as "qualified.tax- exempt obligations" for purposes of Section 265n of the C94C.. We •• express no opinion regarding other federal tax consequences arising with respect.to the Br;ids. 4. The interest on the is excluded from computation of Kansas adjusted gross .,.,,. • income. .... .. . .... We express no opinion regarding the accuracy, completeness or sufficiency of thc• GWicial Statement or other offering material relating to the Bonds (except to the extent, if any, stated'ih the Official Statement). Further, we, express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. The rights of the owners of the Bonds and the enforceability thereof may be limited by • bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity. . This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or a ny changes in law that may occur after the date of this opinion." GILMORE &BELL, P.C. M Mil REGISTERED REGISTERED NUMBER R -3 „ .: : -9250,000.00 Unless this certificate is presented by :•an• authorize.• reptZSedf3Yive of The Depository Trust Company, a New York Corporation ( "DTC "), to the Issuer or its agent for registration of transfer, exchange or payrmntt and any, certificate issued is registered in the name of Cede & Co. or in sucirejher �amP aS is requested by an authorized representative of DTC (and any pay+tpebt i4madato Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE ECIT *YjOF SAL� GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES 2008 -A Interest Maturity Dated CUSIP: Rate: 3.50% Date: October 1, 2011 Date: July 15, 2008 794743 P40 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: TWO HUNDRED FIFTY THOUSAND DOLLARS KNOW ALL PERSONS BY THESE PRESENTS: That The City of Salina, in the County of Saline, State of Kansas (the "Issuer "), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a 360 -day year of twelve 30 -day months), from the Dated Date shown above, or from the most recent date to which interest has been paid or duly provided for, payable semiannually on April 1 and October I of each year, commencing April 1, 2009 (the "Interest Payment Dates "), until the Principal Amount has been paid. Method and Place of Payment. The principal or redemption price of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and `Bond Registrar "). The interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Bond is registered on the registration books maintained by the Bond Registrar at the close of business on the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in • .. } F— F— < fq a, } O� a F' �w Y O O CD the case of an interest payment to Cede & Co. or any Owner of $500,000 or,moro in aggregate principal amount of Bonds, by electronic transfer to such O,�Oyer IUpbn. v$iden notice giveq to the Bond Registrar by such Registered Owner, not less than 15 days prior to :the Reoq1;61�.4e fog $pebjvterest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The Ur ncpal or redemption price of and interest on the Bonds shall be payable in any coin or curreAc tray on,the :respective dates of payment thereof, is legal tender for the payment of public and private (jebts: Int ;rest not punctually paid will be paid in the manner established in the within defined Bond Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Bond Resolution. Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer designated "General Obligation Internal Improvement Bonds, Series 2008 -A," aggregating the principal amount of $3,720,000 (the "Bonds ") issued for the purposes set forth in the Ordinance of the Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and details of the Bonds (jointly the "Bond Resolution "). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of -the State of Kansas, including K.S.A. 12 -6a0I et seq. and K.S.A. 12 -685 et seq., as amended, and all other provisions of the laws of the State of Kansas applicable thereto. General Obligations. The Bonds constitute general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain Improvements (as said term is described in the Bond Resolution) and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer, the. balance being payable from ad valorem taxes which may be levied without limitation as to rate or amount -upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby pledged for the payment of the principal of and interest on this Bond and the issue of which it is a part as the same respectively become due. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as follows: Optional Redemption. At the option of the Issuer,. Bonds maturing in .the years 12018 and thereafter, may be called for redemption and payment prior to maturity on October-1: 2017,.orthereafter, as a whole of in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the date of redemption. Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in the denomination of a minimum Authorized Denomination. Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the State Treasurer of Kansas, and to the Bond Registrar in accordance with the Bond Resolution. The Issuer shall cause the Bond Registrar to notify each Registered Owner at the address maintained. on the Bond Register, such notice to be given by mailing an official notice of redemption by first class mail at least 30 2 U8212�300�1812 ... the case of an interest payment to Cede & Co. or any Owner of $500,000 or,moro in aggregate principal amount of Bonds, by electronic transfer to such O,�Oyer IUpbn. v$iden notice giveq to the Bond Registrar by such Registered Owner, not less than 15 days prior to :the Reoq1;61�.4e fog $pebjvterest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The Ur ncpal or redemption price of and interest on the Bonds shall be payable in any coin or curreAc tray on,the :respective dates of payment thereof, is legal tender for the payment of public and private (jebts: Int ;rest not punctually paid will be paid in the manner established in the within defined Bond Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Bond Resolution. Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer designated "General Obligation Internal Improvement Bonds, Series 2008 -A," aggregating the principal amount of $3,720,000 (the "Bonds ") issued for the purposes set forth in the Ordinance of the Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and details of the Bonds (jointly the "Bond Resolution "). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of -the State of Kansas, including K.S.A. 12 -6a0I et seq. and K.S.A. 12 -685 et seq., as amended, and all other provisions of the laws of the State of Kansas applicable thereto. General Obligations. The Bonds constitute general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain Improvements (as said term is described in the Bond Resolution) and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer, the. balance being payable from ad valorem taxes which may be levied without limitation as to rate or amount -upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The full faith, credit and resources of the Issuer are hereby pledged for the payment of the principal of and interest on this Bond and the issue of which it is a part as the same respectively become due. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as follows: Optional Redemption. At the option of the Issuer,. Bonds maturing in .the years 12018 and thereafter, may be called for redemption and payment prior to maturity on October-1: 2017,.orthereafter, as a whole of in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the date of redemption. Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in the denomination of a minimum Authorized Denomination. Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the State Treasurer of Kansas, and to the Bond Registrar in accordance with the Bond Resolution. The Issuer shall cause the Bond Registrar to notify each Registered Owner at the address maintained. on the Bond Register, such notice to be given by mailing an official notice of redemption by first class mail at least 30 2 U8212�3 00� 1- days prior to the redemption date. Notice of redemption having been given as 4foresaid, the Bonds or portions of Bonds to be redeemed shall, on the•�eda4tiorl 4-ate; beFd'rpe 8de and payable at the redemption price therein specified, and from and aftej sujh;dateXuhles's the Issuedefaults in the payment of the redemption price), such Bonds or portions of Eblids'shall cease Yo bear interest. ' Book -Entry System. The Bonds are being issue by htnarts J'a book -entry system with no physical distribution of bond certificates to be made excee2 a, previde� iq the Bond Resolution. One Bond certificate with respect to each date on which the BondMare stated td hiature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book -entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The Issuer and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, 'and transfer of principal, interest and any redemption premium payments to beneficial owners of. the 'Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond:Registrar and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with.a written instrument of transferor authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner. or the Registered' Owner's duly authorized agent, and thereupon a new Bond or Bonds in any authorized denomination ^, of the same maturity and in the same aggregate principal amount shall be issued to. the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The:Issuer shall pay all costs incurred in connection with the issuance, payment and. initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Bond is.registered on the Bond Register as the.absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest 'due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution.until the'Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. U8- 212300 '•' :• .. .. .... .. .. CERTIFICATE OF CLERK ... ..... .. STATE OF KANSAS ) SS. COUNTY OF SALINE ) The undersigned, Clerk of The City of Salina, Kansas, does hereby certify that the within Bond has been duly registered in my office according to law as of July 15, 2008. WITNESS my hand and official seal. �c Cleric CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS LYNN JENKINS, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in the 3 OTM of the State Treasurer, and that this Bond was registered in such office according to law on CU 0 WITNESS my hand and official seal. (Facsimile Seal) G M r r . Treasurer of the State of Kansas U82123007816 . ;.. .: ■ . • ; •: BOND ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hesaby set, as'ign :and transfer to (Name and Address) (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of $ standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in'the premises. Dated Name Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) . , Signature guarantee Ia 3 U8212�300� ]811 �'::'• i i': :. ..:.. . .: .. .... . .. LEGAL 0i1N*1E3N •• ••' The following is a true and correct copy of the approningaelaFoprtripn of Gilmore & Bell, P.C., Bond Counsel, which was dated and issued as of the date of orioal issuance and delivery of such Bonds: Governing Body City of Salina, Kansas GILMORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 Hutchinson, Shockey, Erley & Co. Chicago, Illinois Re: $3,720,000 General Obligation Internal Improvement Bonds, Series 2008 -A, of the City of Salina, Kansas, Dated July 15, 2008 We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas (the "Issuer "), of the above - captioned bonds (the "Bonds "). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the resolution adopted by the governing body of the Issuer prescribing the details of the Bonds. Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Bonds are payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent that necessary funds are not provided from other sources. U8212�3 001818 3. The interest on the Bonds (including eny origin:leissV; disc9ont ytoperly allocable to an owner of a'Bond) is excluded from gross income for fCdepltntopie tail pulpoks and is not an item of tax preference for purposes of the federal alternative miyQuutxilax i*n4po9c4on ir4vhhtals and corporations; such interest, however, is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain oorposatigns.•The opinion set forth in this paragraph are subject to the condition that the Issuer comply wjth all requirements of the Internal Revenue Code of 1986, as amended (the "Code "), that must%4§atisfled sU mequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds from gross income for federal income tax purposes. The Issuer has covenanted to comply with all of these: requirements. Failure to comply with certain of these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been designated as "qualified tax- exempt obligations" for purposes of Section 265(b) of the Code. We express no opinion regarding other federal tax consequences arising with respect.to.the Bonds. 4. The interest on the-Bonds is excluded from computation of Kansas adjusted gross income. We express no opinion regarding the accuracy, completeness or sufficiency .of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement). Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. The rights of the owners of the Bonds and the enforceability thereof may be limited by bankruptcy, insolvency, ' reorganization; moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts of circumstances that may come to our attention or any.changes in law that may occur after the date of this opinion.' GILMORE &BELL, P.C., 8 U8212�304 �� REGISTERED -REGISTERED NUMBER R-5 $250,000.00 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of D,rC), AN�r'°°°° TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE Olt_ ° OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the°°° registered owner hereof,Cede& Co.,has an interest herein. ° ° ; ° °°°° .°°° oo°°n.)� p0000 UNITED STATES OF AMERICA °°°r° _ .. STATE OF KANSAS °O°°° COUNTY OF SALINE ° CITY OF SALINA ° GENERAL.OBLIGATION INTERNAL IMPROVEMENT BOND SERIES 2008-A Interest Maturity Dated CUSIP: Rate: 3.50% Date: October 1,2013 Date: July 15, 2008 794743 P65 REGISTERED OWNER: CEDE & CO. Z PRINCIPAL AMOUNT: TWO HUNDRED FIFTY THOUSAND DOLLARS m KNOW ALL PERSONS BY THESE PRESENTS: That The City of Salina, in the County of iSaline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown ll above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from H V the Dated Date shown above, or from the most recent date to which interest has been paid or duly Z. W provided for, payable semiannually on.April I and October I of each year, commencing April 1, 2009 H N (the "interest Payment Dates"), until the Principal Amount has been paid. 0 1k, •p Method and Place of Payment. The principal or redemption price of this Bond shall be paid at d Z maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or �_ W redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Y II) Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The 0 interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this 0 Bond is registered on the registration books maintained by the Bond Registrar at the close of business on m the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or p _ draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or Z M at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in O t;0 Ir r, i days prior to the redemption date. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer defaults in the payment of the redemption price),such Bonds or portions of Bonds shall cease to bear interest. Book-Entry System. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respell to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued an4jrquired to be deposited with the Securities Depository and immobilized in its custody. The Hook-enbb 6 6y9tem will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of spch p4rtivip4nts. Transfers of ownership shall be effected on the records of the Securities Depositoty,aCG its pat!L'ibants ..:..' pursuant to rules and procedures established by the Securities Depository and its participants: •'.7re 6uer and the Bond Registrar will recognize the Securities Depository nominee, while thg•Regystered Ovytter of this Bond, as the owner of this Bond for all purposes, including (i) paymentS,tl[pti nci pal of, and '•'• redemption premium, if any, and interest on, this Bond, (ii) notices and(iii) voting. Transfer o;:Anctpal, interest and any redemption premium payments to participants of the Securities Depository, arld ttatysfer of principal, interest and any redemption premium payments to beneficial owners of the"13dndS by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants: While the Securities Depository nominee is the owner of this Bond,.notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar and the Securities Depository. Transfer and Exchange EXCEPT AS OTHERWISE PROVIDED IN THE BOND RESOLUTION, THISI GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY.OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with.a written instrument of•transfer or authorization for-exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any authorized denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed: The Issuer shall pay all costs incurred in connection with the issuance, payment and.initial registration of the.Bonds and the cost of a reasonable supply of bond blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Bond is.registered on the Bond Register as the absolute owner hereof for the purpose of receivin g payment of, or on account of, the principal or redem tion price hereof and interest due hereon and for all other purposes. The Bonds are issued in fully.registered form in Authorized Denominations. Authentication. This Bond shall not be valid or become obligatory for any .purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the'Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. t 3 I _ 82123007831 IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas, and that the total indebtedness of the Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the;gwul or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk,2nd its seal to be affixed hereto or imprinted hereon. . CITY OF SALINA, KICM A3 .... Ca°� te7a - • u•••• ffa yor - • •••• ATTEST: By Clerk CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Intemal�Improvement Bonds, Series 2008-A, of The City of Salina, Kansas, described in the within-mentioned Bond Resolution. ..9 Registration Date JUL 3 0 Office of the State Treasurer,, „ Topeka, Kansas, as Bond Registrar and Paying Agent By (N v ng lW Registration Number 0322-085-071508-858 1 i I 4 U82123007832 CERTIFICATE OF CLERK STATE OF KANSAS ) SS. o e COUNTY OF SALINE ) 8 e e e e e eem. ° The undersigned, Clerk of The City of Salina, Kansas, does hereby certify tl:atthe witliin Bon p d " '°; has been duly registered in my office according to law as of July 15, 2008. •oe o 0 0 eo• 0o 0 0 WITNESS my hand and official seal. "' e ppJ00 e oommo o 0 � 0."00.• e000 000000 fyr-iy`'fi�` o ,0000� Clerk U 0 0 CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS LYNN JENKINS, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed i4the officeipf the State Treasurer, and that this Bond was registered in such office according to law on_JUL 3_ WITNESS mylhandrand official seal. (Facsimile Seal) By: Treasurer of the State-617 Ka—nsas J I 5 U8212�9 00��18 3. The interest on the Bonds (including any original issue discount properly allocable to an owner of Acrid) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; such interest, however, is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion set forth in this paragraph are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the iss41Wt:qf the Bonds in order to preserve the exclusion of the interest on the Bonds.from gross income Torfederal income tax purposes. The Issuer has covenanted to comply with all of these.regairements. •r'pillse to comply with certain of these requirements may cause interest on the Bonds to be ir;luQeQ in gross income ...... for federal income tax purposes retroactive to the date of issuance,of the Bonds. 'The'Bonds.have not been designated as "qualified tax-exempt obligations" for purposes of Section 265(•b).gf the CVde.• We express no opinion regarding other federal tax consequences arising with respect.to.the Bonds. :...:. ...... 4. The interest on the Bonds is excluded from computation of as adjusted gross income. We express no opinion regarding the accuracy, completeness or sufficiency of the"f1cial Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement). Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. The rights of the owners of the. Bonds and the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles,whether considered at law or in equity. . This opinion is givea as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any,changes in law that may occur after the date of this opinion," GILMORE &BELL,P.C.. 8 U8212300.. 7836 op REGISTERED REGISTERED NUMBER R-6 5250,000.00 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede& Co., has an interest herein. UNITED STATES OF AMERICA _ STATE OF KANSAS COUNTY OF SALINE CITY-OF=SAI.i ' • • GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND •• • SERIES 2008-A • .. ••.•" • .... Interest Maturity Dated ......USWr'•• ••••• Rate: 3.75% Date: October 1, 2014 Date: July 15, 2008 "'A47431%}3•• ...... .... • • ..... REGISTERED OWNER: CEDE & CO. • Z PRINCIPAL AMOUNT: TWO HUNDRED FIFTY THOUSAND DOLLARS Q 03 KNOW ALL PERSONS BY THESE PRESENTS: That The City of Salina, in the County t Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted an } F1• promises to pay to the Registered Owner shown above, or registered assigns, but solely from the sours and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown CC o above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interes Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), fron ti; W the Dated Date shown above, or from the most recent date to which interest has been paid or dull Q N provided for, payable semiannually on April 1 and October 1 of each year, commencing April I, 2009 H ' (the"Interest Payment Dates"), until the Principal Amount has been paid. cc re f. Q F- Method and Place of Payment. The principal or redemption price of this Bond shall be paid at G. Z maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or 2 W redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Y Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The Q k interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Q Bond is registered on the registration books maintained by the Bond Registrar at the close of business on CO the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the 't calendar month next preceding the Interest Payment Date. 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(„spuog„ 041) 000`OZL`£S 30 3unoWE red!ouud-041 2u!3egaJ22E „V-8002 s31-1°S `spuog 3uawanOldug IEwauu' uol3e24gO lElauaO„ pajeu2!sap lansst a41 Jo spuog Jo salsas pazuoglnE uE Jo auo Si puog slyy •spuog ;o Uoj3EZ1JoIInV 'uopnlOsaN puog pauyap 1ajlEUlala4 041 u! stuns Lions 01 pau2lssE s2u!uEam a41 ann.! r1E4s wants pauyap as!Mla43o Sou put u!ala4 pasn su110) pazgEl!dEO •stannuya( •uounlosag puog pauyap u!43!M a41 u! paysggE3sa JODUEw ay3 u!pled aq rpm pled XIlEnlound Sou ;sala3Ul -s3gap ajenud pue oggnd Jo 3uaw.Ced a41 lo; _apual 1E2at s! `'001043 • 3uawXed Jo sa3Ep anpaadsal 043 uo `3Ey3 ,Couallno 10 woo .Cue u! ajgtXEd aq pens spuog 041 uo 3salalu! puE Jo aoud uolidwapal to jed!ouud ays, •paloanp 1aJsUE13 flans anE4 03 sa4s!M 1aum° pala3s!2a)' flans 434M 01 iagwnu lunoo3E puE laqumu 2upnol ViY 5juEq a43 2u!pnlau! suoponl3sts! 1aJsuE13 Oluapoaja 043 2u!U!E3noa `1sa10Wn yons lo) al5Q piooa)l a43 03_oud s,Cep 5l UEpp ssal Sou `laum° pala3s!2a21 flans Aq JE.lst2ag puog alp 03 uainS aopou uanum uodn saunO flans o3 ia}suE11 o!UO13oaja Aq `spuuog Jo lunowE jEdiDUud alE2a122E u! aloes 10 000`005$JO lauMO ,Cue.10 •03 7s, °pap 03 luaul,CEd Is01a1U! uE;o OSEO 041 • LE8LOOtt` • i 'r 1 • • U8212 days prior to the redemption date. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless-the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest. Book-Entry System. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The Issuer and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository,•al•fpsfer of principal, interest and any redemption premium payments to beneficial owners of the'Bonds by participants of the Securities Depository will be the responsibility of such participants and other liminees of such beneficial owners. The Issuer and the Bond Registrar will not be responeiblt*or liable fqr such transfers of payments or for maintaining, supervising or reviewing the recordrmeintained.by.the Securities Depository, the Securities Depository nominee, its participants'or persons acting thraegirsuch • • participants. While the Securities Depository nominee is the owner-ofthis Bona,.notyithstticgdistthe provision hereinabove contained, payments of principal of, redemption premium, if ppy, and thterest on this Bond shall be made in accordance with existing arrangements among the-Issuer, the Bond Regjstrar '••• and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE•bOND RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED; IN WHOLE BUT-NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A • SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in-the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with.a written instrument of transfer or authorization for-exchange satisfactory to the Bond Registrar duly executed by the Registered-Owner.or the Registered•Owner's duly authorized agent, and thereupon a new Bond or Bonds in-any authorized denomination.of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed: The:Issuer shall pay all costs incurred in connection with the issuance, payment and initial-registration of.the.Bonds and the cost of a reasonable supply of bond blanks. The Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute'owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. - Authentication. This Bond shall not be valid or become .obligatory for'any .purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until.the'Certificate of . Authentication and Registration hereon shall have been lawfully executed bythe Bond Registrar. • • 3 : • • t. • • '`' U8212300 1839 . IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been.properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Kansas, and that the total indebtedness of the Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal to be affixed hereto or imprinted hereon. • • CITY OF SALII\`A, KANSAS , �^. ) ,i ayor • . .ATTEST: • • •• • • • •• • • • Clerk . CERTIFICATE OF AUTHENTICATION AND REGISTRATION' • •••• • This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2998•A, of The City of Salina, Kansas, described in the within-mentioned Bond R esolution. Registration Date 3 2U8 Office of the State Treasurer, Topeka, Kansas' u as Bond Regis • and Paying Agent By i/ `� � / Registration Number 0322-085-071508-858 / • • • t. • • .h A U82123 �4 184 CERTIFICATE OF CLERK STATE OF KANSAS ) SS. COUNTY OF SALINE The undersigned, Clerk of The City of Salina, Kansas, does hereby certify that the within Bond - has been duly registered in my office according to law as of July 15, 2008. • WITNESS my hand and official seal. • 9 .- • •••• ...• • '..' S. .... CERTIFICATE OF STATE TREASURER • •.... • • OFFICE OF THE TREASURER, STATE OF KANSAS ...... ....' LYNN JENKINS, Treasurer of the State of Kansas, does hereby certify that a•transcriibe •t4ie proceedings leading up to the issuance of this Bond has been filed in.the nfce.of the State Treasure",awl that this Bond was registered in such office according to law on JUL 3 O ZUU§ I • WITNESS myJliand an8 official seal. . (Facsimile Seal) - By: 4111. '! . k Treasurer of the State of Kansas • 5 • ;.e •, `; s U8212341" 1 • BOND ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell,assign and transfer to • (Name and Address) (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of $ standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in'the premises. • • Dated Name • ••• • • .•.•. •Social Security or ' - • • Taxpayer Identification No. ,... • • Signature (Sign here exactly as name(s) appear on the face(of Certificate) _- ,,;• • • Signature guarantee: • ly ri • By • • • • • • • . 6 LEGAL OPINION The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds: GILMORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard • Suite 1100 Kansas City, Missouri 64108 • • Governing Body Hutchinson, Shockey, Erley& Co. • City of Salina, Kansas Chicago, Illinois • • •• ••.. Re: $3,720,000 General Obligation Internal Improvement Bonds, Series 200b-A, off`•••• ' • the City of Salina, Kansas, Dated July 15, 2008 • We have acted as Bond Counsel in connection with the issuance by the City of lalina;,Kansas (the "Issuer"), of the above-captioned bonds (the `Bonds"). In this capacity, we have examined the 1.av and the certified proceedings, certifications and other documents that we deem necessary to rendertfits opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto•ih•the resolution adopted by the governing body of the Issuer prescribing the details of the Bonds. Regarding questions of fact material to our opinion, we have relied on the certified proceedings . and other certifications of public officials and others furnished to us without undertaking to verify them • by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Bonds are payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements and, if not so paid, from • ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the • Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming • due on the Bonds to the extent that necessary funds are not provided from other sources. 7 €1 —U821��3 02 3. The interest on the Bonds (including any original issue discount properly allocable to an owner of a'Bond) is excluded from gross income for federal income taX puiposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; such interest, however, is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion set forth in this paragraph are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds from gross income for federal income tax purposes. The Issuer has covenanted to comply with all'of these requirements. Failure to comply with certain of these requirements may cause interest on the Bonds to be included in gross income i for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not . been designated as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code. We jexpress no opinion regarding other federal tax consequences arising with respect-to.the Bonds. 4. ' The interest on the_Bonds is excluded from computation of Kansas adjusted gross income. - . . We express no opinion regarding the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stare'fa the Official Statement). Further, we.express no opinion regarding tax_ consequences y isid� with respect to • • the Bonds other than as expressly set forth in this opinion. •••• •• • •••• • • • • . •••• The rights of the owners of the Bonds and the enforceability thereon hay be kmitt by bankruptcy, insolvency,.reorganization; moratorium and other similar laws •affectips. creditors' rights• generally and by equitable principles, whether considered at law or in equity. •• •.0 • . This opinion is given as of its date, and we assume no obligation to revise or supplerneaithis opinion to reflect any facts or circumstances that may come to our attention or any changes ia•lew that may occur after the date of this opinion.' GILMORE & BELL, P.C. • • 8