Minnesota Real Estate Transactions With Legal Entities 2007

REAL ESTATE
TRANSACTIONS WITH
LEGAL ENTITIES

Jeffrey R. Peterson
612-643-1031

© 2007 Jeffrey R. Peterson 1
All Rights Reserved

A. AUTHORITY ISSUES
A business entity could challenge the validity of a conveyance by
arguing that the person who signed for the company was not
an agent of the company and therefore had no legal authority to
act on the company's behalf.

Agency is the legal status in which one person, the agent, has authority
to conduct business for another party, the principal. Many business
entities must rely on their agents (employees) to transact business
and make conveyances on behalf of their business entities.

Principals can be bound by the deeds of their agents.

An agent's authority to enter into transactions on behalf of the business
entities can be ACTUAL, IMPLIED, or APPARENT.

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AUTHORITY
• Permission to act. Right to exercise
powers. That which authorizes an agent
to act on behalf of the principal.

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ACTUAL EXPRESS AUTHORITY
• Authority that has been lawfully and
explicitly granted by the principal either
orally or in writing; authority plainly
conferred to another and not presumed
from circumstances.
• Actual authority is authority that the
principal has intentionally given to an
agent who has accepted it.

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IMPLIED AUTHORITY
• Implied authority results because of the agent's
relationship with the principal or the principal's
business, from custom, past practice or by
acquiescence.

• For example, a principal might not have
intentionally authorized an employee to make
purchases for the business entity on credit. If the
principal has repeatedly paid off these debts
incurred by the employee, the principal may
inadvertently have created implied authority in
that employee.
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APPARENT AUTHORITY
• That which, though not actually granted, the principal knowingly permits the agent to
exercise.

• Doctrine that a principal is responsible for the acts of his agent where the principal
by his words or conduct suggests to a third person that the agent may act in
the principal's behalf, and where the third person believes in the authority of the
agent.

• Apparent authority is the “power to affect the legal relations of another person by
transactions with third persons, professedly as agent for the other, arising from, and
in accordance with, the other’s manifestations to such third persons.” Restatement
(Second) of Agency §8. Apparent authority differs from “authority” that is “the power
of the agent to affect the legal relations of the principal by acts done in accordance
with the principal’s manifestations of consent to him.” Id. At §7.

• Apparent authority may come about if a principal acts in a way that would make
a third party reasonably to believe that the agent had authority. For example if a
business owner knows than a person is claiming authority to act on behalf of the
business, the principal may have an obligation to explain that the employee really is
not authorized to transact business for the business.

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MINN. STAT. §513.01
STATUTE OF FRAUDS
§513.01 NO ACTION ON AGREEMENT.
No action shall be maintained, in either of the following cases,
upon any agreement, unless such agreement, or some note or
memorandum thereof, expressing the consideration, is in
writing, and subscribed by the party charged therewith:
writing

(1) every agreement that by its terms is not to be performed within
one year from the making thereof;
(2) every special promise to answer for the debt, default or doings of
another;
(3) every agreement, promise, or undertaking made upon
consideration of marriage, except mutual promises to marry;
(4) every agreement, promise or undertaking to pay a debt which has
been discharged by bankruptcy or insolvency proceedings.

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MINN. STAT. §513.04 CONVEYANCE OF INTEREST IN
LAND EXCEPT UP TO ONE-YEAR LEASE.

No estate or interest in lands, other than leases for a
term not exceeding one year, nor any trust or power
over or concerning lands, or in any manner relating
thereto, shall hereafter be created, granted,
assigned, surrendered, or declared, unless by act or
operation of law, or by deed or conveyance in
writing, subscribed by the parties creating, granting,
assigning, surrendering, or declaring the same, or by
their lawful agent thereunto authorized by writing. This
section shall not affect in any manner the power of a
testator in the disposition of real estate by will; nor
prevent any trust from arising or being extinguished by
implication or operation of law.

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MINN. STAT. §513.05 LEASES;
CONTRACTS FOR SALE OF LANDS
Every contract for the leasing for a longer period
than one year or for the sale of any lands, or
any interest in lands, shall be void unless the
contract, or some note or memorandum
thereof, expressing the consideration, is in
writing and subscribed by the party by whom
the lease or sale is to be made, or by the
party's lawful agent thereunto authorized in
writing; and no such contract, when made by
an agent, shall be entitled to record unless
the authority of such agent be also recorded.

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MINN. STAT. §386.39 INSTRUMENTS NOT
PROPERLY EXECUTED
Except where otherwise expressly provided by
law, no county recorder shall record any
conveyance, mortgage, or other instrument
by which any interest in real estate may be in
any way affected, unless the same is duly
signed, executed and acknowledged
according to law; any such officer offending
herein shall be guilty of a misdemeanor and
liable in damages to the party injured in a civil
action.

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MINN. STAT. §507.24
RECORDABLE, WHEN
Subdivision 1. General. To entitle any conveyance, power of attorney, or
other instrument affecting real estate to be recorded, it shall be legible and
archivable, it shall be EXECUTED, ACKNOWLEDGED by the parties
EXECUTED
executing the same, and the ACKNOWLEDGMENT CERTIFIED, as CERTIFIED
required by law. All such instruments may be recorded in every county
where any of the lands lie. If the conveyance, power of attorney, or other
instrument affecting real estate is executed out of state, it shall be entitled to
record if executed as above provided or according to the laws of the place
of execution so as to be entitled to record in such place.

Subd. 2. Original signatures required. (a) Unless otherwise provided by
law, an instrument affecting real estate that is to be recorded as provided in
this section or other applicable law must contain the original signatures
of the PARTIES WHO EXECUTE it and OF THE NOTARY PUBLIC or
other officer taking an acknowledgment. However, a financing
statement that is recorded as a filing pursuant to section 336.9-502(b) need
not contain: (1) the signatures of the debtor or the secured party; or (2) an
acknowledgment.

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SUBSCRIBE
Subscribe : meaning to sign at the end of a
document.

Execute : meaning to sign and make complete a
document.

Acknowledge : Signor affirms or verifies to the
notary public that the signer has signed the deed
to make it legally complete.
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MINN. STAT. §358.41(2) ACKNOWLEDGMENT

"Acknowledgment" means a declaration by a person that the person
has executed an instrument or electronic record for the purposes
stated therein and, if the instrument or electronic record is executed
in a representative capacity, that the person signed the instrument
with proper authority and executed it as the act of the person or
entity represented and identified therein.

• Acknowledgment (noun). The part of a document where a notary
public verifies that the signer of the document states he/she actually
signed it.

• Certification of Acknowledgement: When the notary signs the
acknowledgment and puts on his/her seal on the document, which is
usually a rubber stamp. Minn. Stat. §358.47

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MINN. STAT. §358.43 NOTARIAL ACTS IN THIS STATE.

(a) A notarial act may be performed within this state by the
following persons:
(1) a notary public of this state,
(2) a judge, court administrator, or deputy court administrator of
any court of this state,
(3) a person authorized by the law of this state to administer
oaths, or
(4) any other person authorized to perform the specific act by
the law of this state.
(b) Notarial acts performed within this state under federal authority
as provided in section 358.45 have the same effect as if
performed by a notarial officer of this state.
(c) The SIGNATURE and Title of a person performing a notarial
act are prima facie evidence that the signature is genuine
and that the person holds the designated title.title

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PRIMA FACIE
Prima facie, adj. Sufficient to establish a
fact or raise a presumption unless
disproved or rebutted <a prima facie
showing>. Black's Law Dictionary (8th ed. 2004)

• Prima facie evidence of a fact, is in law
sufficient to establish the fact, unless
rebutted.

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MINN. STAT. §358.48 FOR AN ACKNOWLEDGMENT IN
A REPRESENTATIVE CAPACITY
VENUE DATE OF
STATE OF MINNESOTA
ACKNOWLEDGEMENT

COUNTY OF HENNEPIN NAME OF SIGNOR
This instrument was acknowledged before me on ..........(date) by ....................(name(s)
of person(s)) as ........................................(type of authority, e.g., officer, trustee, etc.) of
............................. .................(name of party on behalf of whom the instrument was
executed).

SIGNATURE OF NOTARY
(Signature of notarial officer)

(Seal, if any) SEAL

Title (and Rank)
My commission expires:

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BUSINESS ENTITIES
• Corporations
• Limited Liability Companies
• General Partnerships
• Limited Liability Partnerships
• Limited Partnerships
• Sole Proprietorships
• Unincorporated Entities and Churches

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MINN. STAT. §302A.301 OFFICERS REQUIRED.

A corporation shall have one or more
natural persons exercising the functions
of the offices, however designated, of chief
executive officer and chief financial officer.

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MINN. STAT. §302A.305 DUTIES
OF REQUIRED OFFICERS
Subdivision 1. Presumption; modification. Unless the articles, the bylaws,
or a resolution adopted by the board and not inconsistent with the articles or
bylaws, provide otherwise, the chief executive officer and chief financial
officer have the duties specified in this section.
Subd. 2. Chief executive officer. The chief executive officer shall:
(a) have general active management of the business of the corporation;
(b) when present, preside at all meetings of the board and of the
shareholders;
(c) see that all orders and resolutions of the board are carried into effect;
(d) sign and deliver in the name of the corporation any deeds,deeds
mortgages, bonds, contracts or other instruments pertaining to the
business of the corporation, except in cases in which the authority to
sign and deliver is required by law to be exercised by another person
or is expressly delegated by the articles or bylaws or by the board to
some other officer or agent of the corporation;
(e) maintain records of and, whenever necessary, certify all proceedings of
the board and the shareholders;

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CORPORATIONS
302A.661 TRANSFER OF ASSETS; WHEN PERMITTED.
Subdivision 1. Shareholder approval; when not required. A corporation may, by
affirmative vote of a majority of the directors present, upon those terms and conditions and for
those considerations, which may be money, securities, or other instruments for the payment of
money or other property, as the board deems expedient, and without shareholder approval:
(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and
assets in the usual and regular course of its business;
(2) grant a security interest in all or substantially all of its property and assets whether or not
in the usual and regular course of its business; or
(3) transfer any or all of its property to an organization all the shares or other ownership
interests of which are owned by the corporation.
Subd. 2. Shareholder approval; when required. (a) A corporation, by affirmative vote
of a majority of the directors present, may sell, lease, transfer, or otherwise dispose of all or
substantially all of its property and assets, including its good will, not in the usual and regular
course of its business, upon those terms and conditions and for those considerations, which
may be money, securities, or other instruments for the payment of money or other property, as
the board deems expedient, when approved at a regular or special meeting of the shareholders
by the affirmative vote of the holders of a majority of the voting power of the shares entitled to
vote. Written notice of the meeting shall be given to all shareholders whether or not they are
entitled to vote at the meeting. The written notice shall state that a purpose of the meeting is to
consider the sale, lease, transfer, or other disposition of all or substantially all of the property and
assets of the corporation.
(b) Shareholder approval is not required under paragraph (a) if, following the sale, lease,
transfer, or other disposition of its property and assets, the corporation retains a significant
continuing business activity. If a corporation retains a business activity that represented at least
(1) 25 percent of the corporation's total assets at the end of the most recently completed fiscal year
and (2) 25 percent of either income from continuing operations before taxes or revenues from
continuing operations for that fiscal year, measured on a consolidated basis with its subsidiaries
for each of clauses (1) and (2), then the corporation will conclusively be deemed to have retained
a significant continuing business activity.
Subd. 3. Signing of documents. Confirmatory deeds, assignments, or similar
instruments to evidence a sale, lease, transfer, or other disposition may be signed
and delivered at any time in the name of the transferor by its current officers or, if
the corporation no longer exists, by its R. Peterson
© 2007 Jeffrey
last officers.
20
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MINNESOTA TITLE STANDARDS
• The “White Pages” supplement to the
Minnesota Title Standards outline the
highest standard of practice in
undertaking real property transactions.
• Stated focus is representing parties in
current transactions.
• Ambitious

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HOW CAN YOU VERIFY THAT A CORPORATE
OFFICER HAS AUTHORITY?
Review and examine the following to determine if the officers signing
has express corporate authority to convey the real property on
behalf of the corporation:
– Certificate of Good Standing from Secretary of State;
– Certified copies of the articles of incorporation and any amendments;
– Corporate director and shareholder minutes, bylaws, and stock transfer
bylaws
records;22
– Organizational Minutes;
– Corporate resolutions approving action of the officer by the board of
directors;
– Certificate of Incumbency of officer signed by the corporate secretary
{The document attests that the persons listed are actually officers of the
corporation and are authorized to sign};
– Opinion from the corporation’s attorney;
– Affidavit of corporate officer.

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MINN. STAT. §302A.111 ARTICLES.

Subd. 4. Optional provisions; specific subjects.
The provisions in paragraphs (a), (g), (q),
(r), and (u) may be included in the articles.
Subd. 4. Optional provisions; specific
subjects. The provisions in paragraphs (a), (g),
(q), (r), and (u) may be included in the articles.

(g) a larger than majority vote may be required
for board action (section 302A.237);

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MINN. STAT. §302A.237 ACT OF THE BOARD

The board shall take action by the affirmative vote of the
greater of (1) a majority of directors
present at a duly held meeting at the time the action is
taken, or (2) a majority of the minimum
proportion or number of directors that would constitute a
quorum for the transaction of business
at the meeting, except where this chapter or the
articles require the affirmative vote of a larger
proportion or number. If the articles require a larger
proportion or number than is required by
this chapter for a particular action, the articles shall
control.

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MINN. STAT. §302A.165 EFFECT OF
LACK OF POWER; ULTRA VIRES
The doing, continuing, or performing by a corporation of an act, or an
executed or wholly or partially executory contract, conveyance or
transfer to or by the corporation, if otherwise lawful, is not invalid
corporation
because the corporation was without the power to do, continue, or
perform the act, contract, conveyance, or transfer, unless the lack of
power is established in a court in this state:
(a) In a proceeding by a shareholder against the corporation to enjoin the doing, continuing,
or performing of the act, contract, conveyance, or transfer. If the unauthorized act, continuation,
or performance sought to be enjoined is being, or to be, performed or made pursuant to a contract
to which the corporation is a party, the court may, if just and reasonable in the circumstances, set
aside and enjoin the performance of the contract and in so doing may allow to the corporation or
to the other parties to the contract compensation for the loss or damage sustained as a result of
the action of the court in setting aside and enjoining the performance of the contract;
(b) In a proceeding by or in the name of the corporation, whether acting directly or through a
legal representative, or through shareholders in a representative or derivative suit, against the
incumbent or former officers or directors of the corporation for exceeding or otherwise violating
their authority, or against a person having actual knowledge of the lack of power; or
(c) In a proceeding by the attorney general, as provided in section 302A.757, to dissolve
the corporation, or in a proceeding by the attorney general to enjoin the corporation from the
transaction of unauthorized business.

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NEED FOR SHAREHOLDER APPROVAL WHEN
A CORPORATION DISPOSES OF A
SIGNIFICANT AMOUNT OF ASSETS
• Shareholder approval is required for an
asset sale outside the ordinary course only
if it would leave the corporation without a
“significant continuing business
activity.” Minn. Stat. §302A.661

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SPECIAL CONSIDERATIONS
• Churches and Religious Corporations
– Special denominational rules and regulations may
have to be complied with in the certificate of
organization of the religious body. It is necessary to
determine if the entity is incorporated under Chapter
317A or Chapter 315.

• Non Profits
• Municipal and Political Corporations
– Resolution by the board or council is typically
required.

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LIMITED LIABILITY COMPANIES
Review and examine the following to determine if
the officers signing has express authority to
convey the real property on behalf of the LLC:
– Articles of Organization,
– Member control agreement
– Operating Agreement,
– Certificate of Good Standing,
– Written resolutions and consents authorizing
managers to execute conveyance documents by
members

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MINN. STAT. §322B.77 TRANSFER
OF ASSETS AND WHEN PERMITTED
322B.77 TRANSFER OF ASSETS AND WHEN PERMITTED.
Subdivision 1. Member approval and when not required. A limited liability company
may, by affirmative vote of a majority of the governors present, upon those terms and conditions
and for those considerations, which may be money, securities, or other instruments for the
payment of money or other property, as the board of governors considers expedient, and without
member approval:
(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and
assets in the usual and regular course of its business;
(2) grant a security interest in all or substantially all of its property and assets whether or not
in the usual and regular course of its business; or
(3) transfer any or all of its property to an organization all the ownership interests of which
are owned by the limited liability company.
Subd. 2. Member approval and when required. (a) A limited liability company, by
affirmative vote of a majority of the governors present, may sell, lease, transfer, or otherwise
dispose of all or substantially all of its property and assets, including its good will, not in the usual
and regular course of its business, upon those terms and conditions and for those considerations,
which may be money, securities, or other instruments for the payment of money or other property,
as the board of governors considers expedient, when approved at a regular or special meeting
of the members by the affirmative vote of the owners of a majority of the voting power of the
interests entitled to vote. Written notice of the meeting must be given to all members whether or
not they are entitled to vote at the meeting. The written notice must state that a purpose of the
meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the
property and assets of the limited liability company.
(b) Member approval is not required under paragraph (a) if, following the sale, lease,
transfer, or other disposition of its property and assets, the limited liability company retains a
significant continuing business activity. If a limited liability company retains a business activity
that represented at least (i) 25 percent of the limited liability company's total assets at the end
of the most recently completed fiscal year and (ii) 25 percent of either income from continuing
operations before taxes or revenues from continuing operations for that fiscal year, measured on a
consolidated basis with its subsidiaries for each of clauses (i) and (ii), then the limited liability
company will conclusively be deemed to have retained a significant continuing business activity.
Subd. 3. Signing of documents. Confirmatory deeds, assignments, or similar instruments to
evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in
the name of the transferor by its current managers or authorized agents or, if the limited liability
company no longer exists, by its last managers.

GENERAL PARTNERSHIPS
& LIMITED LIABILITY PARTNERSHIPS
Review and examine the following to
determine if the person signing has
express authority to convey the real
property on behalf of the partnership:
– Partnership Agreement and any amendments;
– Certificate of Limited Partnership,
– Written consent authorizing partners to
execute conveyance documents signed by all
partners;
– Statutory Statement of Partnership Authority.
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MINN. STAT. §323A.0303 STATEMENT OF
PARTNERSHIP AUTHORITY
(d) A filed statement of partnership authority supplements the authority of a partner to enter
into transactions on behalf of the partnership as follows:

(1) Except for transfers of real property, a grant of authority contained in a filed statement of
partnership authority is conclusive in favor of a person who gives value without knowledge to
the contrary, so long as and to the extent that a limitation on that authority is not then
contained in another filed statement. A filed cancellation of a limitation on authority revives
the previous grant of authority.

(2) A grant of authority to transfer real property held in the name of the partnership
contained in a filed statement of partnership authority, whether or not a certified copy
of the filed statement is recorded, is conclusive in favor of a person who gives value
without knowledge to the contrary, so long as and to the extent that a certified copy of
a filed statement containing a limitation on that authority is not then of record. The
recording of a certified copy of a filed cancellation of a limitation on authority revives the
previous grant of authority.

(e) A person not a partner is deemed to know of a limitation on the authority of a partner
to transfer real property held in the name of the partnership only if a certified copy of the
filed statement containing the limitation on authority is of record.

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AFFIDAVIT FOR LIMITED LIABILITY COMPANY
State of Minnesota

County of Hennepin
_______________________, being duly sworn, on oath says that she is the chief manager of ____________________, LLC, a ______________ limited liability
company, the limited liability company named as mortgagor in the document dated ________________________, and filed of record on ____________,
as Document No. ____________ in the office of the Registrar of Titles of ___________ County, _________.
That said limited liability company is a duly organized and validly existing limited liability company in good standing under the laws of the State of
_____________ and has full power and legal authority to do business in the State of Minnesota;
That there are no bankruptcy proceedings and that there are no unsatisfied judgments of record, nor any actions pending in any court, State or Federal, nor any
tax liens filed against the above named limited liability company, except as herein stated;
That any judgments, bankruptcies, probate proceedings, State or Federal tax liens, of record against parties with the same or similar names are not against the
above named limited liability company;
That there has been no labor or materials furnished to the premises described in the above mentioned document during the last 120 days for which payment has
not been made;
That there are no encroachments, boundary disputes, unrecorded contracts, leases, easements, or other agreements or interests, relating to the said premises,
of which affiant has knowledge except as stated herein;
The affiant has not received notice, nor knows of any recent or future planned improvements, (such as street paving, sidewalks, street lighting, etc.) that would
result in a special assessment against the property and are not now involved or participating in assessment liability against said property.
The affiant knows the matters herein stated are true and makes this affidavit for the purpose of inducing the passing of the title to the premises referred to in said
document, free and clear of all judgments, State or Federal tax liens, bankruptcy and unrecorded interests.

Affiant hereby specifically and affirmatively states that she is the ________ of, _______, LLC, a ________ limited liability company and that she is properly
authorized to act on behalf of said limited liability company in all dealings concerning this transaction, that said limited liability company is
desirous of effecting this conveyance of the herein described real property, and that said limited liability company has specifically and affirmatively
authorized said affiant to execute any and all documents necessary to effect such conveyance.

Subscribed and sworn to before me _________________________________
this _____ day of __________, 200___. _____________
___________________________________
Notary Public

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OPINION OF COUNSEL LETTER
Re: $12,500,000.00 Loan to _____________________
Ladies and Gentlemen:
We have acted as counsel to the Borrower, a Minnesota limited liability company, in connection with:
The borrowing by Borrower of monies from _____________________ (“Lender”) in the amount of 00/100 Dollars ($12,500,000.00) evidenced by a Promissory Mortgage Note in such principal
sum (the “Note”) and secured by a Combination Mortgage, Security Agreement and Fixture Financing Statement (“Mortgage”) and other documents hereinafter referred to.
The execution and delivery by the Borrower to Lender of the following instruments each dated ____ ____, 200__ (“Loan Documents”):
the Note;
the Loan Agreement;
a first Mortgage executed by Borrower mortgaging certain real property owned by Borrower (the “Mortgage”) and more fully described in the Mortgage as security or said Note (collectively, the
“Property”);
an Assignment of Leases and Rents executed by Borrower (the “Assignment”) assigning the rents and leases of the Property;
certain UCC financing statements (“Financing Statements”) perfecting a security interest in all rents, equipment and personal property of the Borrower located on and/or used in the operation of
the Property;
Environmental and ADA Indemnification Agreements executed by Borrower and Guarantor in favor of Lender (collectively, the “Indemnification Agreement”).
In connection with the foregoing we have reviewed and examined executed counterparts of:
the Loan Documents;
the commitment for title insurance on the Property issued by _________. (“Title”); and Articles of Organization, Member Control Agreement, Operating Agreement, or Bylaws, if any, and
the records of corporate proceedings taken by Borrower, in connection with the Loan and the transactions contemplated thereby;
and have made such legal and factual examinations and have made such inquiries and have examined such other documents and proceedings as deemed necessary or appropriate for the
purpose of this opinion.
Based upon the foregoing, we are of the opinion that:
Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Minnesota and has the power
to carry on its business as it is now being conducted and as it is presently proposed to be conducted and to own all of the property as presently owned by it, and
to enter into, continue and complete the transactions embodied in the Loan Documents.
The Note and other Loan Documents have been duly authorized, executed and delivered by the Borrower and each is a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with their terms.
Except for the recording of the Mortgage and Assignment in the offices of the _______ County Recorder’s office and/or filing in the office of the _______ County Registrar of Title’s office, and the
filing of the Financing Statement with the Secretary of State of Minnesota, no other recordations or filings (except for any UCC continuation statements to be filed every 5 years) are
necessary in order to perfect the lien and security interest of the Mortgage and Assignment with respect to the Property in favor of Lender. We know of no lien or encumbrance
affecting title to the property not shown on the title report except those being created in connection with the Loan. All taxes, fees and other charges payable under the laws of the
State of Minnesota and the County in connection with the execution and delivery of the Loan Documents and in connection with the recording of the mortgage and other Loan
Documents to be recorded have been duly paid or the amounts required to pay the same have been deposited with Title.
The execution and delivery of the Loan Documents do not, and the performance and observation of the terms thereof will not contravene any provision of existing law or regulation and will not
conflict with, or result in any breach of the terms, conditions or provisions of, or constitute a default under, or result in or permit the creation or imposition of any lien, charge or
encumbrance upon any of the properties of the Borrower pursuant to any indenture, mortgage or other agreement or instrument to which the Borrower is a party or by which its
assets are bound other than the liens created by the Mortgage, Assignment and Financing Statements.
To the best of our knowledge, there are no threatened or outstanding liens, taxes, judgments, actions or proceedings concerning Borrower, the Guarantor or the Property pending before any court
or governmental authority, bureau or agency.
The Loan Documents are in appropriate form to document this transaction in Minnesota and are sufficient to permit Lender upon default of the Borrower to acquire the Property by foreclosure.
To the best of our knowledge, the Borrower is in compliance with all provisions of all planning, zoning, subdivision, inland wetland, air pollution, disposal of effluent waste, fire and building code
and occupational safety and health rules, environmental laws, regulations and statutes to which it or the Property is subject and has obtained all licenses, permits, and approvals
necessary for the ownership and occupation of the Property.
This opinion is rendered to induce Lender to enter and accept the Loan Documents and fund the Loan. It is made knowing that Lender will rely on this opinion.
Very truly yours,
___________________________________________
By: _______________________________________
Its: ______________________________________
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INCUMBENCY OF THE COMPANY'S
CERTIFICATE
OFFICERS
THE UNDERSIGNED HEREBY CERTIFIES individually and on behalf of [insert the name of the Company], a
[insert the state of formation] [insert corporation] (the "Company"), and for purposes of the opinion to be
rendered by [insert the name of your law firm] in connection with [identify the contract or the transaction], that I
am the duly elected and duly qualified Secretary of the Company and that:
each of the persons named below is a duly elected or appointed and a duly qualified officer of the
Company and has consistently held since before [insert a date prior to date of the execution of any document
being delivered] and now;
holds the respective offices set forth after his name below, and that the signature appearing opposite his name
below is his genuine signature:
Name Office Signature
______________________ ______________________ ______________________
[insert names and offices, including those of the Assistant Secretary or other person signing the second
certificate below]
IN WITNESS WHEREOF, I have hereunto set my hand this _______ day of
____________, 20___.
___________________ [name], individually and as Secretary
THE UNDERSIGNED HEREBY CERTIFIES individually and on behalf of the Company, and for such purposes,
that I am the duly [elected][appointed] and duly qualified [Assistant Secretary or other office, as appropriate] of
the Company and that [insert name of the Secretary] has consistently been since before [insert same date prior
to the date of the execution of any document being delivered] and is now the duly elected and the duly qualified
Secretary of the Company and that his signature is as set forth over his name above.
___________________ [name], individually and as [title] Dated: ____________, 20___
All Rights Reserved

Minnesota Real Estate Transactions With Legal Entities 2007

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