[This letter is available with the Application, if applicable]
FORMAT FOR OPINION OF COUNSEL
ON QUALIFICATIONS OF NONPROFIT
(Must be submitted on Attorney's Letterhead)
State of Georgia
Department of Community Affairs
Office of Affordable Housing
60 Executive Park South, N.E.
Atlanta, Georgia 30329-2231
In order to satisfy one of the requirements set forth in the Office of Affordable Housing Application Manual, we have been asked to render an opinion as to: whether [Applicant] is a qualified nonprofit organization within the meaning of Section 42(h)(5) of the Internal Revenue Code (IRC); and whether Applicant satisfies the requirements of a qualified nonprofit organization, as defined in Section 7 of the State of Georgia 2008 Core Qualified Allocation Plan, and in Section 19 of Appendix I of the Plan (Threshold Criteria). We also understand that the Department of Community Affairs requires this legal opinion as a prerequisite to considering [Applicant] for an allocation of State and federal tax credits from the Set-Aside reserved for use by qualified nonprofits.
In formulating our opinion, we reviewed the Articles of Incorporation and Bylaws of [Applicant], the Letter of Determination dated [date] from the Internal Revenue Service as well as the Certificate of Existence from the State of Georgia, Secretary of States' Office. We also examined the records of [Applicant] to determine whether or not an identity of interest exists between [Applicant] and any for-profit sponsors of the above-referenced development ("the Development ").
Based on our review of the foregoing, it is our opinion that:
1.[Applicant] is a "qualified non-profit organization" within the meaning of Section 42(h)(5)(IRC);
To our knowledge, there is no identity of interest existing between [Applicant] and any for-profit sponsors of the project and that no impermissible affiliation with or control by a for-profit organization exists with respect to the Development;
3.One of the exempt purposes of [Applicant] includes the fostering of low-income housing; [and]
[Applicant] is a duly formed and validly existing nonprofit organization authorized to operate in the State of Georgia, as evidenced by a Certificate of Authority to Transact Business, or a Certificate of Existence. Applicant represents that all yearly annual registrations have been properly filed of record with the Secretary of State’s office[.][; and]
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