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Cancelled Bonds 0S 0212501)0607 REGISTERED REGISTERED NUMBER R-3 $1,685,000 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its .••• pgent for registration of transfer, exchange or payment, arid any certificate issued is • •tegistered in the name of Cede & Co. or in such other name as is requested by an .....euthori le 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 ...... TRANSItM4, PLEDGE OR OTHER USE HEREOF FOR VALUE OR ••••1 THIffISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the ••;• '� ••earggisn ed owner hereof,Cede & Co.,has an interest herein. •..... • • •,• UNITED STATES OF AMERICA • • STATE OF KANSAS • CITY OF SALINA • • GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES 2009-A • Interest Rate Maturity Date Dated Date CUSIP 5.000% October 1,2012 July 15, 2009 794743 T53 REGISTERED OWNER: CEDE & CO. CO 0 PRINCIPAL AMOUNT: ONE MILLION SIX HUNDRED EIGHTY-FIVE THOUSAND 0 DOLLARS CO KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of 0 Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and 0 promises to pay to the,Registered Owner shown above, or registered assigns, but solelyfrom the source and in the manner herein specified, the Principal-Amount shown-above on the Maturity Date shown m - i above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest Z Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from —1 ® the Dated Date shown above, or from the most recent date to which interest has been paid or duly 71 7 provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2010 "< n (the"Interest Payment Dates"), until the Principal Amount has been paid. RI Z Method and Place of Payment. The principal or redemption price of this Bond shall be paid at n —I 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 O calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or Z draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or O iat such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in -. the case of an interest payment to Cede & Co. or any Owner of$500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar U92125000608 by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment thereof,i$legal tender for the payment of public and private debts. Interest not punctually paid will be paid tn file manner established in the within defined Bond Resolution.• • •••• •Definitians. Capitalized terms used herein and not otherwise defined herein shall have the • ......• meanings assignia to such terms in the hereinafter defined Bond Resolution. ......7; ••• _ • ••.. ••AlithonSation of Bonds. This Bond is one of an authorized series of Bonds of the Issuer •• designated "Gengraj'Obligation Internal Improvement Bonds, Series 2009-A," aggregating the principal • :..:..amou nt•4t $23,6957000 (the "Bonds") issued for the purposes set forth in the Ordinance of the Issuer authari.zipg 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. 12-110c, K.S.A. 12-685 et seq., K.S.A. 12-6a01 et seq., K.S.A. 12-1736 et seq., Article 12 Section 5 of the Kansas Constitution and Charter Ordinance No. 34 of the City, 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 2019 and thereafter, may be called for redemption and payment prior to maturity on October 1, 2018, 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. Mandatory Redemption. (a) Each of the Bonds maturing on October 1, 2024 shall also be subject to mandatory redemption and payment prior to maturity on October 1,2022, and on any October 1 thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. (b) Each of the Bonds maturing on October 1, 2027 shall also be subject to mandatory redemption and payment prior to maturity on October 1, 2025, and on any October 1 thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. 2 U92125000609 (c) Each of the Bonds maturing on October 1, 2029 shall also be subject to mandatory redemption and payment prior to maturity on October 1, 2028, and on any October 1 thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. •• • • Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of redesxptiep, it spalJ,.n the case of Bonds in denominations greater than a minimum Authorized •.. Denomination, it ms•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 denom atio4ofa minimum Authorized Denomination. • •*Notice ofR/demption. Notice of redemption, unless waived, shall be given by the Issuer to the ;..: State Tccgsurer, The Bond Registrar and the Purchaser in accordance with the Bond Resolution. The Issue?slaLPcause the Bond Registrar to notify each Registered Owner at the address maintained on the Bond RNi.s$er, such notice to be given by mailing an official notice of redemption by first class mail at least 1; dais 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, 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 transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly 3 02115 000810 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 perspn•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 dungeon anct'Ibt'all other purposes. The Bonds are issued in fully registered form in Authorized ."". DenoRiinations .•••4 • uthenr't?tton. This Bond shall not be valid or become obligatory for any purpose or be ••. .. entit4W jp•any security or benefit under the hereinafter defined Bond Resolution until the Certificate of • •• Authentication ald Registration hereon shall have been lawfully executed by the Bond Registrar. ••tT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be.Axle: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 aar, Ina By: Vice Mayor ATTEST: By: Clerk • • • 4 • U92125 000611• • . BOND ASSIGNMENT • . •.. •;•? R VAIskie L ECEIVED,the undersigned do(es) hereby sell, assign and transfer to • • ••••• • • ...... ••... .... ..... (Name and Address) • • • • ....• . •• • •.. • • • • ...... • (Social Security or Taxpayer Identification No.) the B•cy4ta which this assignment is affixed in the outstanding principal amount of $ standirtg 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: By • 5 U9212112 • CERTIFICATE OF CLERK STATE'OFKANSAS ) ) SS. COUt roF SAI,FNE,) • 000.0 •""' „J'Ji4undessigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Bond Jtas been duty regi;teetl•in my office according to law as of July 15, 2009. .• • • 0.000 •0000 �TINESSlnvliaand and official seal. • • • ....• .. • • soct • CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS DENNIS MCKINNEY, 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 2009 . WITNESS my hand and official seal. (Seal) By: Treasurer of the State of Kansas • 6 .U9212 5 r13 CERTIFICATE OF AUTHENTICATION AND REGISTRATION ,••.This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2009-A, of the City of Salina, Kansas, described in the within-mentioned Bond Resolution. • • •••••, Registcation Date .,.' JUL 3 0 2009 • Office of the State Treasurer, ...... ....• Topeka, Kansas, • • as Bond Registrar and Paying Agent • • •• • • •....• •.•• • • • /� • By Registration Number 0322-085-071509-258 • • • 7 . U9212 514 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 PNC Capital Markets LLC City 61 raiina, Kansas Philadelphia, Pennsylvania Re: $25,060,000 General Obligation Internal Improvement Bonds, Series 2009-A, of the City of Salina,Kansas, Dated July 15, 2009 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. 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. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and is not taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinions set forth in this paragraph are subject to the condition that the Issuer comply with all requirements of the U921'2�615. 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 si•iriojne for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are "Quafi$ed tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and, in the • case•eF financial institutions(within the meaning of Section 265(6)(5)of the Code), a deduction is •••.•• allowed for 80 pemilt•of that portion of such financial institution's interest expense allocable to interest •••••• on the Boc;ds. Wip 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 Statem&it 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 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. • 2 E 0 Z 6 ?• F- U Z W FQ— fn a~ W Y O O m • 0 -.t. RM5oo0589 REGISTERED NUMBER R -1 REGISTERED $1,400,000 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 OFAMERICA STATE OF KANSAS XIT_Y- OESALINAza , GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES20 ..:. CUSIY 294743 T38 • Interest Rate , 2.000% Maturity Date October 1. 2010 Dated Date July 15, 2009 REGISTERED OWNER: CEDE & CO. ..... •�►••• PRINCIPAL AMOUNT: ONE'MILLION FOUR HUNDRED THOUSAND.DOLLARS KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the CQudtyof iSaline, State of Kansas (the `Issuer "), for value received, hereby acknowledges itself to be indehted.and promises to pay to the Registered Owner shown above, or registered assigns, but solely from thatxmrce 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, 2010 (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 - edemption 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 merest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this 3ond is registered on the registration books maintained by the Bond Registrar at the close of business on he Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the :alendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or [raft 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 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 U9212190 • 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 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 2009 -A," aggregating the principal amount of $23,695,000 (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 -110e, K.S.A. 12 -685 et seq., K.S.A. 12 -6a01 et seq., K.S.A. 12 -1736 et seq., Article 12 Section 5 of the Kansas Constitution and Charter Ordinance No. 34 of the City, 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, bepefited•by,lhe construction of certain Improvements (as said term is described in the Bond Resoldtiod)and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon-ol►tlie • taxable tangible property, real and personal, within the territorial limits of the Issuer. 14q!Ialance btf} g payable from ad valorem taxes which may be levied without limitation as to rate or amount upo Wlllae taxable tangible property, real and personal, within the territorial limits of the Issuer. Talusfull faith, credit and resources of the Issuer are hereby pledged for the payment of the principal of aadinterest pp ytis 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 matufitl,•as follows: Optional Redemption. At the option of the Issuer, Bonds maturing in the years 2019 and thereafter, may be called for redemption and payment prior to maturity on October 1, 2018, 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. Mandatory Redemption. (a) Each of the Bonds maturing on October 1, 2024 shall also be subject to mandatory redemption and payment prior to maturity on October 1, 2022, and on any October I thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. (b) Each of the Bonds maturing on October 1, 2027 shall also be subject to mandatory redemption and payment prior to maturity on October 1, 2025, and on any October 1 thereafter, pursuant • to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. U9212- 000 91 • (c) Each of the Bonds maturing on October 1, 2029 shall also be subject to mandatory redemption and payment prior to maturity on October 1, 2028, and on any October I thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. Redemption Denominations. Whenever the Bond Registrar is to select Bonds for [he 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, the Bond Registrar and the Purchaser 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 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 �vith no Qme physical distribution of bond certificates to be made except as provided in the Bond Rgsolutiot : *e Bond certificate with respect to each date on which the Bonds are stated to mature orlvitb respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issuea and roWised • to be deposited with the Securities Depository and immobilized in its custody. Thq,bo.*entry,39stem will evidence positions held in the Bonds by the Securities Depository's participants, b'v1,efjW ownership of the Bonds in authorized denominations being evidenced in the records of-smh participants. Transfers of ownership shall be effected on the records of the Securities Depository4p j,Rs partip"tts pursuant to rules and procedures established by the Securities Depository and its participants. T11c lsUtr and the Bond Registrar will recognize the Securities Depository nominee, while the Registered OWMepof this Bond, as the owner of this Bond for all purposes, including (i) payments of principal Ct "Ind 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 ltereinabove 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 3 U9212'5000592 • 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. . 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 Al'uu.-Vor facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, an(l•itascal to be affixed hereto orimprintcd hereon. •••• CITY OF SAMNA, KANSAS �tOF By: Vice Mayor Al -TEST: By: Clerk 0 U92125)00593 10 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)••0 appear on the face of Certificate) Signature guarantee: E 5 U92125000594' 0 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, 2009. WITNESS my hand and official seal. tw o a Ciey et6k CERTIFICATE OF STATE TREASURER ••••• OFFICE OF THE TREASURER, STATE OF KANSAS .DENNIS MCKINNEY, Treasurer of the State of Kansas, does hereby certif}.luat•a tran scrip�of the proceedings leading up to the issuance of this Bond has been filed in the office of the State Ti iisar'r, and that this Bond was registered in such office according to law on JUL 3 0 200$0.169. WITNESS my hand and official seal. •' t .... (Seal) B>' Treasurer of the State of Kansas • 2 1. U9212� 5'095 . r-� u CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2009 -A, of the City of Salina, Kansas, described in the within- mentioned Bond Resolution. Registration Date JUL 3 0 2009 Registration Number 0322 - 085 - 071509 -258 • • Office of the State Treasurer, Topeka, Kansas, as Bond Registrar and Paying Agent 7 • • • U92125000596 . . 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 City of Salina, Kansas GILMORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 PNC Capital Markets LLC Philadelphia, Pennsylvania Re: $25.060,000 General Obligation Internal Improvement Bonds, Series 2009 -A, of the City of Salina, Kansas, Dated July 15, 2009 We have acted as Bond Counsel in connection with the issuance by the City of Salina,*Kan.as (the "Issuer "), of the above - captioned bonds (the "Bonds "). In this capacity, we have exyminedoUlp W 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,thereLciAtpe resolution adopted by the governing body of the Issuer prescribing the details of the Band&: "" Regarding questions of fact material to our opinion, we have relied on the r.CrI Ted proceedings and other certifications of public officials and others furnished to us without undertakkV To verify%th em by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: I. 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. 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. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and is not taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinions set forth in this paragraph are subject to the condition that the Issuer comply with all requirements of the .9212r ... . • 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 for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80 percent of that portion of such financial institution's interest expense allocable to interest on the Bonds. 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 linjitedeby bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors'. sights generally and by equitable principles, whether considered at law or in equity. •• 0000.4 . . . . . • This opinion is given as of its date, and we assume no obligation to revise or supplement ibis 0000. opinion to reflect any facts or circumstances that may come to our attention or anyCI"4s in Jaw jrat ••�••• may occur after the date of this opinion. •' •• " "" 0000 0000.. 0000 GILMORE & BELL, P.C. "" '• 0000 • 2 I U92125000598 Q a J Z W H en hi � OF- d Z W Y O O in • REGISTERED NUMBER R -2 $1,650,000 Unless tppg cgrtificaj� A.pregigte .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 fhe,rlame Vf Cgde * Co. or in such other name as is requested by an authorized representative m: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 CITY- OF-SALINt1 3 GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES 2009 -A Interest Rate Maturity Date Dated Date CUSIP i 2.500% October 1, 2011 July 15, 2009 794743 T46 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: ONE MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS f258 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 I and October 1 of each year, commencing April 1, 2010 (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'l5th 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 the case of an interest payment to Cede & Co. or any Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar U921250H599 ' by such Registered Owner, not lass than 15 days•rrior to the Record Date for such interest, containing the electronic transfer instr1'ctjons?nSlucDng•thc:ban$, ABA routing number and account number to which such Registered Owner %Nhes'to haA4 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 gT.pgyQWpt of public and private debts. Interest not punctually paid will be paid in the manner established in the withindefined 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 2009 -A," aggregating the principal amount of $23,695,000 (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 -110c, K.S.A. 12 -685 et seq., K.S.A. 12 -6a01 et seq., K.S.A. 12 -1736 et seq., Article 12 Section 5 of the Kansas Constitution and Charter Ordinance No. 34 of the City, 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 2019 and thereafter, may be called for redemption and payment prior to maturity on October 1, 2018, 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. Mandatory Redemption. (a) Each of the Bonds maturing on October 1, 2024 shall also be subject to mandatory redemption and payment prior to maturity on October 1, 2022, and on any October 1 thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. (b) Each of the Bonds maturing on October 1, 2027 shall also be subject to mandatory redemption and payment prior to maturity on October 1, 2025, and on any October 1 thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. ' U92125000600 • •• (c) Each of the Bonds maturing-on October 1, 2029 shall also be subject to mandatory redemption. and paymerk prier to juatprity oq October 1, 2028, and on any October 1 thereafter, pursuant to the redemption F4,UdWd set fph, ji,the Mmid.tesolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. Redemption Denohliy+atioils. \Yhebever the Bond Registrar is to select Bonds for the purpose of redemption, it shall, in the :case: of fonds 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, the Bond Registrar and the Purchaser 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 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, 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 transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly V92125000601 . :•• authorized agent, and thereupon a new Bpnd pr Bonds in any authorized denomination of the same maturity and in the Q;arrje ;ggrc;g4ejtin6ip%l anSdunt shall be issued to the transferee in exchange therefor as provided in the florid Resoluti6n.*nd upon p�Yment of the charges therein prescribed. The Issuer shall pay all costs incurrea 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 w tegmistered on the Bond Register as the absolute owner hereof for the purpose of receiving pay T ent of, pr oij account of, the principal or redemption price hereof and interest due hereon and for all otIT& purQoses.•`I'he 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. . 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 ��t nF _ "{ �e�a I �s��� By: ATTEST: By. Clerk 0212— 5��0 � ��� :.i � c•: .... ... .. V. BOND ASSIGNMENT FOR VALUE RECEI;EDrthe Ldisrsigned 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 princi lal 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: as 5 09212 -5�A�- .:. •.' C6RT14CATE OF CLERK STATE OF KANSAS ... )..... .. . . 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, 2009. wTTNESS my hand and official seal. . CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS DENNIS MCKINNEY, 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 2009 . WITNESS my hand and official seal. */4 t (Seal) By h-� •—+—% Treasurer of the State of Kans 3 U92�12U92-12500060i CEtjLlheAA;DRAUT- iEgNICATION AND REGISTRATION This Bond is one ofas(WVjj)f General Obligation Internal Improvement Bonds, Series 2009 -A, . of the City of Salina, KansUpciescribed'in the within- mentioned Bond Resolution. Registration Date JUL�Ziil AM Registration Number 0322 - 085- 071509 -258 Office of the State Treasurer, Topeka, Kansas, as Bond Registrar and Paying Agent B �F `SG.✓) Y 7 W212- 5� 0 -' LXGAL OPINION .. . . . . .. .. .. . . . . . . . . . . The following a truapnd,ggrrect,qQpyjf 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 City of Salina, Kansas ... ..... .. al&ORE & BELL, P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 PNC Capital Markets LLC Philadelphia, Pennsylvania Re: $25,060,000 General Obligation Internal Improvement Bonds, Series 2009 -A, of the City of Salina, Kansas, Dated July 15, 2009 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. 3. 1 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. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and is not taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinions set forth in this paragraph are subject to the condition that the Issuer comply with all requirements of the 1, U92125000606• .. .. ...... Internal Revenue Code of 198, asp amended (the "Code "), that must be satisfied subsequent to the issuance of the Bonds ip 4rcLer, a:preserue 16e exclusion of the interest on the Bonds from gross income for federal income fax pAposa s.: Tte Issgj,h4$Fovenanted 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 are "qualified tax - exempt obi gaficMs" $/itIbn the meaning of Section 265(b)(3) of the Code, and, in the case of certain financial institlion4(wiMin1he meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80 percent of that portion of such financial institution's interest expense allocable to interest on the Bonds. 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 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. V9 125 00616 25�; REGISTERED REGISTERED NUMBER R-4 $1,750,000 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. P, UNITED STATES OF AMERICA STATE OF KANSAS CITY OF SALINA GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES 2009-A Interest Rate Maturity Date Dated Date CUSI ;0000 0000 5.000% October 1, 2013 July 15, 2009 -24743T6-11- 00.0.; 0 0 0 00 ooce REGISTERED OWNER: CEDE & CO. 00.00 Vno 0 • 00000,� 'tY•, ya000 PRINCIPAL AMOUNT: ONE MILLION SEVEN HUNDRED FIFTY THOUSAND ''"` 0p0000 DOLLARS 0 ° ° o 0000 � 0000 Z KNOW ALL PERSONS BY THESE PRESENTS:. That the City of Salina, in the -County of O Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be ineebtc4md . °° M 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 I " 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 Ior duly provided for, payable semiannually on April I and October 1 of each year, commencing April=1, 2010 H V (the"Interest Payment Dates"), until the Principal Amount has been paid. ZLU Method and Place of Payment. The principal or redemption price of this Bond shall be paid at li maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or O F_ redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Z Treasurer of the State of Kansas,-Topeka, Kansas (the "Paying Agent' and "Bond Registrar"). The LU interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Y 1 Bond is registered on the registration books maintained by the Bond Registrar at the close of business on O the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the O calendar month next preceding the Interest Payment Date. Such interest shall be payable(a) bycheck or m 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 the case of an interest payment to Cede & Co. or any Owner of$500,000 or more in aggregate principal 1 Z amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar O L to i'•; I �U921 ON (c) Each of the Bonds maturing on October 1, 2029 shall also be subject to mandatory redemption and payment prior to maturity on October I, 202:1, and on any October 1 thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. 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, the Bond Registrar and the Purchaser 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 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. e Book-Entry System. The Bonds are being issued by means of a book-en!ry -system"w t i�no physical distribution of bond certificates to be made except as provided in the Bo id .2eaolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect.`tu`each form of Bonds, registered in the nominee name of the Securities Depository, is being;cs4e'j and r.'":hired to be deposited with the Securities Depository and immobilized in its custody. The boo!:entr},..sys cm will evidence positions held in the Bonds by the Securities Depository's paq'cipents, beneficial ownership of the Bonds in authorized denominations being evidenced in the records'o.f;�ttch 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. Thy Issuer and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owhei`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 transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly tLI 3 l U92125X0624 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 for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80 percent of that portion of such financial institution's interest expense allocable to interest on the Bonds. 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 maybe lirrri*te* :by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting 0,prilitors' 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 sL(pplentent Gs ...... opinion to reflect any facts or circumstances that may come to our attention or any�oheoges in taws that may occur after the date of this opinion. •"' GILMORE & BELL,P.C. .. . 2 1212-g 'REGISTERED -REGISTERED NUMBER R-5 51,840,000 Unless this certificate is presented by an authorized representative of The ►4 Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its Pi 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 authored 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 , CTT MTSAAL:11 GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES 2009-A Interest Rate Maturity Date Dated Date CUSIP 3.500% October 1, 2014 July 15, 2009 794743 T79 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: ONE MILLION EIGHT HUNDRED FORTY TIZOI;S,4ND • ' ' 0 DOLLARS z �; •r•• ,•••••' O CO KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in•the Ihttrof 'Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itsejf>.7bv indebted and } promises to pay to the Registered Owner shown above, or registered assigns, but sd!ely;aom the soarce . - 1 and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown 2 above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the IQtbt'cst Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day montlis):From 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 1 and October 1 of each year, commencing April 1, 2010 (/) (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 d1 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 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 O 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 Q draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or Z g at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in o - the case of an interest payment to Cede & Co. or any Owner of$500,000 or more in aggregate principal m ', amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar U92125000626 • 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 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 2009-A," aggregating the principal amount of $23,695,000 (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. 12-110c, K.S.A. 12-685 et seq., K.S.A. 12-6a01 et seq., K.S.A. 12-1736 et seq., Article 12 Section 5 of the Kansas Constitution and Charter Ordinance No. 34 of the City, 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, ifjgt,so paid, from ad valorem taxes which may be levied without limitation as to rate or arpoupt uportall,tile taxable tangible property; real and personal, within the territorial limits of the Issue:, the balance being • • payable from ad valorem taxes which may be levied without limitation as to rate or amount upog Id?dtie taxable tangible property, real and personal, within the territorial limits of the Issuer. g,flij faith,t.bt it and resources of the Issuer are hereby pledged for the payment of the principal of and irerestpttiis 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 2019 and thereafter, may be called for redemption and payment prior to maturity on October 1, 2018, 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. Mandatory Redemption. (a) Each of the Bonds maturing on October 1, 2024 shall also be subject to mandatory redemption and payment prior to maturity on October 1,2022, and on any October 1 thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. (b) Each of the Bonds maturing on October 1, 2027 shall also be subject to mandatory redemption and payment prior to maturity on October 1, 2025, and on any October 1 thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. 2 US212�Or62i • (c) Each of the Bonds maturing on October 1, 2029 shall also be subject to mandatory redemption and payment prior to maturity on October 1. 2028, and on any October 1 thereafter, pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. 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, the Bond Registrar and the Purchaser 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 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;sat form of Bonds, registered in the nominee name of the Securities Depository, is being issued and tequired to be deposited with the Securities Depository and immobilized in its custody. TM bmltentry system • • will evidence positions held in the Bonds by the Securities Depository's participar:ts, bettefeipl ownership of the Bonds in authorized denominations being evidenced in the records artic?'dr1ts. P g 4fSDCKP � Transfers of ownership shall be effected on the records of the Securities Depository and its pariolveLts 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 or and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of princi ii, interest and any redemption premium payments to participants of the Securities Depository, and trahtfer 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 transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly 3 • < < U9292-�- 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. • 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 ofKansas, 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 • riuF •. � ` .�•• • 1870 s _4. 1 6' •••• By: •••••• Vice Mayor •••• ATTEST: . • By: °A T. Clerk • • • - � • 4 • • us21z 5or 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: • di _- ' v •... By 5 • U92125000630 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, 2009. WITNESS my hand and official seal. - J ,aze • - • Ca etetk• CERTIFICATE OF STATE TREASURER • OFFICE OF THE TREASURER, STATE OF KANSAS • • DENNIS MCKINNEY, Treasurer of the State of Kansas, does hereby certify certifyethat 4 transcript of the proceedings leading up to the issuance of this Bond has been filed in the office of the State Tro 4s::er, • • and that this Bond was registered in such office according to law on lui 4 n 9nn9 • WITNESS my hand and official • seal. •••• �... (Seal) • By: Treasurer of the State of Kansa • • 6 • • 119212 5 000- • CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2009-A, of the City of Salina, Kansas, described in the within-mentioned Bond Resolution. 'JUL 3 .0 2009 Registration Date Office of the State Treasurer, Topeka, Kansas, as Bond Registrar and Paying Agent By Registration Number 0322-085-071509-258 • • •••• • • .... • • . . • •• •••• • • • • • • .... , . •••• 0. or.., - . - .•.. • 7 • DU9212 a� 4 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: 1, GILMORE & BELL,P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 Governing Body PNC Capital Markets LLC City of Salina, Kansas Philadelphia, Pennsylvania Re: $25,060,000 General Obligation Internal Improvement Bonds, Series 2009-A, of the City of Salina, Kansas, Dated July 15, 2009 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 iaw 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 theretoia4TIe resolution adopted by the governing body of the Issuer prescribing the details of the Bto.ds.; • •..• ..••• •Regarding questions of fact material to our opinion, we have relied on the certified prove ipgs • • and other certifications of public officials and others furnished to us without undertaking to vererthhfi 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. 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. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and is not taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinions set forth in this paragraph are subject to the condition that the Issuer comply with all requirements of the N MId92125 9 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 for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5)of the Code), a deduction is allowed for 80 percent of that portion of such financial institution's interest expense allocable to interest on the Bonds. 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'owsupplemet.this opinion to reflect any facts or circumstances that may come to our attention or any changes in 14w.that may occur after the date of this opinion. '...• • • ▪ • • GILMORE & BELL,P.C. ▪ • • • ••••• •• ••• • •••• •••• • • 2