6-Firms Approving Opinion.pdf

400 West Capitol Avenue

Suite 2000 Little Rock, Arkansas 72201-3522 www.FridayFirm.com

_____________, 2025

Re: $6,500,000 City of Little Rock, Arkansas Promissory Note

Ladies and Gentlemen:

We have acted as Bond Counsel in connection with the issuance by the City of Little Rock, Arkansas (the "City") of its City of Little Rock, Arkansas Promissory Note, dated the date hereof and in the principal amount of $6,500,000 (the "Note"). The Note is being issued to finance the costs of replacing a bridge protection cell in the Arkansas River.

We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion, including particularly a certified copy of Ordinance No. 22,645 of the City adopted on August 5, 2025, authorizing the issuance of the Note (the "Authorizing Ordinance").

As to questions of fact material to our opinion we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify such facts by independent investigation.

Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows:

1. The Note has been lawfully authorized, executed and issued by the City under the Constitution and laws of the State of Arkansas now in force, including particularly Amendment No. 78 to the Constitution of the State of Arkansas and Act No. 1808 of 2001 (codified as Title 14, Chapter 78 of the Arkansas Code of 1987 Annotated), and is a valid and binding obligation of the City enforceable in accordance with its terms.

2. The Authorizing Ordinance has been duly adopted by the City and constitutes a valid and binding obligation of the City enforceable upon the City in accordance with its terms.

3. The principal of and interest on the Note shall be charged against and paid from the general revenues of the City.

4. The interest on the Note is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; however, such interest on the Note may be taken into account for the purpose of computing the federal alternative minimum tax imposed on certain corporations. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Note in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes.

The City has covenanted in the Authorizing Ordinance to comply with all such requirements.

Failure to comply with certain of such requirements could cause the interest on the Note to be so included in gross income retroactive to the date of issuance of the Note. We express no opinion regarding other federal tax consequences arising with respect to the Note.

5. The Note and interest thereon are exempt from Arkansas property and income taxes.

It is to be understood that the rights of the registered owner of the Note and the enforceability of the Note may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and that their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity.

This opinion may be relied upon by any purchasers and assignees of your interest in the Note. This opinion, however, is based on laws, facts and circumstances in effect as of the date hereof, and we have no duty to modify or supplement this opinion after the date hereof.

Sincerely, FRIDAY, ELDREDGE & CLARK, LLP

WTM/ljf