1004
Farnam Street
Suite
400
Omaha,
Nebraska 68102
Ladies
and Gentlemen:
We have
acted as counsel to America First Tax Exempt Investors, L.P., a Delaware limited
partnership (the “Company”), in connection with the filing of a
registration statement on Form S-3 (the “Registration Statement”) under the
Securities Act of 1933, as amended (the “Act”) relating to the issuance by the
Company of non-transferable subscription rights (the “Rights”) entitling
the holders thereof to purchase up to 3,378,232 Beneficial Unit Certificates
representing assigned limited partnership interests in the Company (“BUCs”) at
the rate of one BUC for each Right, subject to over-subscription privileges
described in the Registration Statement. The Rights will be evidenced
by a certificate (the “Rights Certificate”) filed as an exhibit to the
Registration Statement. This opinion is being furnished in accordance
with the requirements of Item 16 of Form S-3 and Item 601(b)(5) of
Regulation S-K.
In the
course of our representation, we have reviewed the Registration Statement,
the Agreement of Limited Partnership of the Company (the “Partnership
Agreement”), and such other documents and information as we have deemed
necessary and have relied on certain representations of officers of the general
partner of Company. For purposes of our opinion, we have not made an
independent investigation of the facts set forth in such documents or
representations, but have relied on the Company’s representation that the
information presented in such documents or otherwise furnished to us accurately
and completely describes all material facts relevant to our
opinion.
In giving
this opinion letter we have assumed:
(i) the
genuineness of all signatures and the authenticity and completeness of all
documents submitted to us as originals;
(ii) the
conformity to originals and the authenticity of all documents supplied to us as
certified, photocopied, conformed or facsimile copies and the authenticity and
completeness of the originals of any such documents;
(iii) the
proper, genuine and due execution and delivery of all documents by all parties
to them and that there has been no breach of the terms thereof; and
(iv) the
Registration Statement has become effective under the Act.
Based
upon the foregoing and subject to the qualifications set forth above, we are of
the opinion that:
(a) the
issuance of the Rights has been duly authorized and when the Rights are
distributed as contemplated by the Prospectus, they will be validly issued;
and
(b) the
issuance and sale of the BUCs upon exercise of the Rights have been duly
authorized and, when (i) the holders of the BUCs have complied with the terms of
the Rights Certificates in connection with the exercise thereof, and (ii) the
BUCs are issued and paid for, the BUCs will be validly issued, fully paid and
nonassessable.
We
express no opinion herein other than as expressly stated above. This
opinion is intended for the exclusive use of the Company in connection with the
offering of BUCs under the Registration Statement and it may not be used,
circulated, quoted or relied upon for any other purpose without our prior
written consent. This opinion is expressed as of the date hereof, and
we disclaim any undertaking to advise the Company or any other party of any
subsequent changes of the matters stated, represented, or assumed herein or any
subsequent changes in applicable law.
We hereby
consent to the filing of this opinion letter as an exhibit to the Registration
Statement and to the reference to this firm under the heading “Legal Matters” in
the prospectus which is part of the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, the rules and regulations
of the Securities and Exchange Commission promulgated thereunder, or Item 509 of
Regulation S-K.
Very truly yours,
/s/ KUTAK ROCK
LLP