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December 24, 2019

Patrick Sullivan

Dickinson Wright PLLC

1825 Eye Street NW, Suite 900
Washington, DC 20006-5403

Re: Review of Loan Documents for the Karuk Tribe of California and Wells
Fargo Bank, NA

Dear Mr. Sullivan:

This letter responds to your November 22, 2019 request on behalf of the Karuk
Tribe of California for the National Indian Gaming Commission’s Office of General
Counsel to review Transaction Documents among the Tribe, various lenders, and Wells
Fargo Bank. Specifically, you have asked for my opinion whether the Transaction
Documents constitute a management contract or collateral agreement to a management
contract requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act,
and whether they violate IGRA’s requirement that a tribe have the sole proprietary
interest in its gaming operation.

In my review, I considered the following submission (collectively referred to as
“the Loan Documents”):

¢ Loan Agreement among the Karuk Tribe, carious lenders, and Wells Fargo
Bank, NA, Doc. No. 4159-7707-0624.4;

Exhibits A-F to the Loan Agreement, Doc. No. 4155.8111-4656.2;
Schedule 5.3, Doc. No. 4144-1064-0672.2;

Security Agreement, Doc. No. 4139-6066-8448.2;

Unjust Enrichment and Sovereign Immunity Agreement, Doc. No. 4136-
2466-5376.2.

The Loan Documents contain terms similar to other agreements the Office of
General Counsel has reviewed and analyzed that are available on the NIGC website.
Applying the same analysis here, it is my opinion that the Loan Documents are not
management contracts or collateral agreements to a management contract, and do not

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require the approval of the Chair. It is also my opinion that the Loan Documents do not
violate IGRA’s sole proprietary interest requirement.

It is my understanding that the Loan Documents are represented to be in
substantially final form with respect to terms affecting this opinion. If they change in any
material way prior to closing, this opinion shall not apply. Further, this opinion is limited
to the Loan Documents listed above and does not include or extend to any other
agreements or documents not submitted for review.

Please note that it is my intent that this letter be released to the public through the
NIGC’s website. If you have any objection to this disclosure, please provide a written
statement explaining the grounds for the objection and highlighting the information that
you believe should be withheld. See 25 C.F.R. § 517.7(c). If you object on the grounds
that the information qualifies as confidential commercial information subject to
withholding under Exemption Four of the Freedom of Information Act (FOIA), 5 U.S.C.
§ 552(b)(4), please be advised that any withholding should be analyzed under the
standard set forth in Food Marketing Institute v. Argus Leader Media, No. 18-481, 2019
WL 2570624, at *7 (U.S., June 24, 2019). Any claim of confidentiality should also be
supported with “a statement or certification by an officer or authorized representative of
the submitter.” See 25 C.F.R. § 517.7(d). Please submit any written objection to
FOIASubmitterReply@nige.gov within thirty (30) days of the date of this letter. After
this time elapses, the letter will be made public and objections will no longer be
considered. Id.

If you have any questions, please contact NIGC Senior Attorney Jennifer Lawson
at (202) 632-7003.

Sincerely,

Mehul oo

Michael Hoenig,
General Counsel