Exhibit 5.1
| ATLANTA | ||
THE OMAHA BUILDING
|
CHICAGO | |
1650 FARNAM STREET |
DENVER | |
| DES MOINES | ||
OMAHA, NEBRASKA 68102-2186
|
FAYETTEVILLE | |
| IRVINE | ||
402-346-6000
|
KANSAS CITY | |
FACSIMILE 402-346-1148
|
LITTLE ROCK | |
| LOS ANGELES | ||
www.kutakrock.com
|
OKLAHOMA CITY | |
| PASADENA | ||
January 5, 2007
|
RICHMOND | |
| SCOTTSDALE | ||
| WASHINGTON | ||
| WICHITA |
America First Tax Exempt Investors, L.P.
1004 Farnam Street
Suite 400
Omaha, Nebraska 68102
1004 Farnam Street
Suite 400
Omaha, Nebraska 68102
Re: America First Tax Exempt Investors, L.P.
Ladies and Gentlemen:
We have acted as counsel for 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”), with
respect to the registration of an indeterminate number of Beneficial Unit Certificates representing
assigned limited partnership interests in the Company (the “Shares”) which will be offered from
time to time by the Company for an aggregate offering price of up to $100,000,000. This opinion is
being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of
Regulation S-K.
In the course of such representation, we have examined, among other things, the Agreement of
Limited Partnership agreement of the Company (the “Partnership Agreement”) and such other Company
records, certificates of public officials and other documents we deemed relevant and appropriate.
Based on the foregoing, we are of the opinion that, when sold in accordance with the terms of
the Partnership Agreement and as described under the heading “Plan of Distribution” in the
Registration Statement, the Shares will be legally 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 Shares 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.
