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<br />3.02. The City Manager is directed to obtain a copy of the proposed
<br />approving legal opinion of Holmes & Graven, Chartered, Minneapolis, Minnesota,
<br />which is to be complete except as to dating thereof and to cause the opinion to be
<br />printed on each Bond, together with a certificate to be signed by the facsimile
<br />signature of the Manager in substantially the form set forth in the form of Bond.
<br />The Manager is authorized and directed to execute such certificate in the name of
<br />the City upon receipt of such opinion and to file the opinion in the City offices.
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<br />3.03. Book-Entry System; Limited Obli¡:;ation of City. The Bonds shall be
<br />initially issued in the form of a separate single typewritten or printed fully
<br />registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon
<br />initial issuance, the ownership of each such Bond will be registered in the
<br />registration books kept by the Bond Registrar in the name of Kray & Co., as
<br />nominee for Midwest Securities Trust Company, Chicago, Illinois, and its
<br />successors and assigns (Midwest). Except as provided in Section 3 hereof, all of the
<br />outstanding Bonds will be registered in the registration books kept by the Bond
<br />Registrar in the name of Kray & Co., as nominee of Midwest.
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<br />3.04. With respect to Bonds registered in the registration books kept by the
<br />Bond Registrar in the name of Kray & Co., as nominee of Midwest, the City, the
<br />Bond Registrar and the Paying Agent will have no responsibility or obligation to
<br />any broker dealers, banks and other financial institutions from time to time for
<br />which Midwest holds Bonds as securities depository (the Participants) or to any
<br />other person on behalf of which a Participant holds an interest in the Bonds, (i) the
<br />accuracy of the records of Midwest, Kray & Co. or any Participant with respect to
<br />any ownership interest in the Bonds, (ii) the delivery to any Participant or any
<br />other person other than a registered owner of Bonds, as shown by the registration
<br />books kept by the Bond Registrar, of any not ice with respect to the Bonds,
<br />including any notice of redemption, or (Ïii) the payment to any Participant or any
<br />other person, other than a registered owner of Bonds, or any amount with respect
<br />to principal of, premium, if any, or interest on the Bonds. The City, the Bond
<br />Registrar and the Paying Agent may treat and consider the person in whose name
<br />each Bond is registered in the registration books kept by the Bond Registrar as the
<br />holder and absolute owner of such Bond for the purpose of payment of principal,
<br />premium and interest with respect to such Bond, for the purpose of registering
<br />transfers with respect to such Bond, and for all other purposes. The Paying Agent
<br />shall pay all principal of, premium, if any, and interest on the Bonds only to or on
<br />the order of the respective registered owners, as shown in the registration books
<br />kept by the Bond Registrar, and all such payments shall be valid and effectual to
<br />fully satisfy and discharge the City's obligations with respect to payment of
<br />principal of, premium, if any, or interest on the Bonds to the extent of the sum or
<br />sums so paid. No person other than a registered owner of Bonds, as shown in the
<br />registration books kept by the Bond Registrar, shall receive a certificated Bond
<br />evidencing the obligation of the City to make payments of principal, premium, if
<br />any, or interest pursuant to this Bond Resolution. Upon delivery by Midwest to the
<br />Finance Director of a written notice to the effect that Midwest has determined to
<br />substitute a new nominee of Midwest; and upon receipt of such a notice, the
<br />Finance Director shall promptly deliver a copy of the same to the Bond Registrar
<br />and Paying Agent, if the Bond Registrar or Paying Agent is other than the Finance
<br />Director.
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