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APPENDIX B
FORM OF BOND COUNSEL OPINION
July __, 2026
Newport News Redevelopment and Housing Authority
Newport News, Virginia
Colliers Securities LLC
Minneapolis, Minnesota
U.S. Bank Trust Company, National Association
Atlanta, Georgia
$23,000,000
Newport News Redevelopment and Housing Authority
Multifamily Housing Revenue Bonds
(Stuart Gardens I Apartments)
Series 2026
Ladies and Gentlemen:
We have served as Bond Counsel in connection with the issuance and sale by the Newport News
Redevelopment and Housing Authority (the "Issuer") of its $23,000,000 Multifamily Housing Revenue
Bonds (Stuart Gardens I Apartments), Series 2026, dated the date hereof (the "Bonds"). The Issuer issued
the Bonds pursuant to the Virginia Housing Authorities Law, Chapter 1, Title 36 of the Code of Virginia
of 1950, as now in effect and as hereafter amended or supplemented from time to time (the "Act"), and
pursuant to the terms of the Indenture of Trust dated as of July 1, 2026 (the "Indenture"), between the Issuer
and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Unless otherwise defined,
each capitalized term used in this opinion shall have the meaning given to it in the Indenture.
The Issuer loaned the proceeds of the Bonds (the “Loan”) to Stuart Gardens Housing Partners, LP,
a Virginia limited partnership (the "Borrower") under the Loan Agreement dated as of July 1, 2026 (the
"Loan Agreement"), between the Issuer and the Borrower, for the purpose of financing a portion of the cost
of the rehabilitation, renovation, construction, improving and equipping of the multifamily rental housing
facility known as Stuart Gardens I Apartments consisting of approximately 250 rental units and related
facilities (the "Project") and located on approximately 21.15 acres in the City of Newport News, Virginia
(the "City").
The use and operation of the Project are subject to the provisions of a Regulatory Agreement and
Declaration of Restrictive Covenants dated as of July 1, 2026 (the "Regulatory Agreement"), executed by
the Borrower for the benefit of the Issuer and the Trustee. The Regulatory Agreement requires, among other
things, that the Project be operated as a "qualified residential rental project" within the meaning of and for
the period required by Section 142(d) of the Internal Revenue Code of 1986, as amended (the "Code"). The
Borrower's obligation to make payments under the Loan Agreement is evidenced by a promissory note
dated the date hereof (the "Note") from the Borrower to the Issuer, which the Issuer has assigned to the
Trustee.Jump to an indexed page (744 of 744)