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<br />of Continental-MN' and H',auser-Inn.. We have reviewed the
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<br />necessary, restated arti,cleIs, of incorporation "'issued by the
<br />GI
<br />Delaware Secretary of State and an Application of Foreign
<br />ion irate rat ion f' r, a, Certcate of Authiority to Transact
<br />Bus, mess 1" n Kinnesiotao, with an ackniow,ledgment of acceptance
<br />by the Minnesota Secretary of State, on behalf of North
<br />Central, The most significant entity foie our analysi's is
<br />North Central,,, which is, designated as the Transferee, North
<br />Central is duly organized and is authorized to own and
<br />operate a ca,blesys,tem*. The genuineness of all documents and
<br />authenticity Of all signaturies, has been Presumed.
<br />To faciLlitate an understandi"Ing of the transaction, it
<br />should be kept 'in, mind that each olf the aforementioned
<br />0 41 61 11
<br />organizations, is a separate and, distinct entity. D-H
<br />Holdings, North, Ceint,r,al L,,,P,,r user N, Continental-MN,, and
<br />North Central are entities, which have been created for the
<br />pu,rpoisie of accomplishing this transaction. A graph setting
<br />forth the pr ed transaction, and transition process is
<br />appended, to the end olf this, r epos tif
<br />From, the information we have reviewed, it appears tha,t
<br />Daniels is an, original, member of the Buyer group which
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<br />ac,qu,irIed the, stock in Gr lup W Cable.., Inc. frrom Wag nghlouse
<br /># Is
<br />Broadcasting and, Cable, Inc. i,n the earlier Transaction
<br />AI
<br />#1. The Purchase AgreIelm,ent a,llow�ed Daniels to assign its
<br />rights, to purchasie stock in each sylstem to other entities,
<br />0, 0,
<br />We, have reviewed, a certif,1 cation indicating that Daniels has
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