EXHIBIT 5
[WINTHROP WEINSTINE LOGO]
_____________ __, 2008
Philip T. Colton
(612) 604-6729
pcolton@winthrop.com
American Church Mortgage Company
10237 Yellow Circle Drive
Minnetonka, MN 55343
RE: American Church Mortgage Company
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation and filing by
you of a Registration Statement on Form S-11 (the "Registration Statement"),
containing a Prospectus (the "Prospectus"), under the Securities Act of 1933, as
amended (the "Act"), with respect to the registration of $20,000,000 Series C
Secured Investor Certificates (the "Certificates") of American Church Mortgage
Company, a Minnesota corporation (the "Company").
We have reviewed the Registration Statement, including the Prospectus, which
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each a "Prospectus Supplement"). The Prospectus as
supplemented by various Prospectus Supplements will provide for the issuance and
sale of the Certificates. The Certificates will be issued pursuant to one or
more indentures in the form filed as an exhibit to the Registration Statement,
as amended or supplemented from time to time (each, an "Indenture"), between the
Company, as obligor, and a trustee chosen by the Company and qualified to act as
such under the Trust Indenture Act of 1939, as amended (each, a "Trustee").
In addition, we have examined such other documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of our opinion set forth below. In rendering our opinion, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the legal capacity for
all purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinion, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Certificates are duly and
validly authorized for issuance and, when issued and paid for, as contemplated
by the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), will be validly issued, fully paid and non-assessable.
We are also of the opinion that when the Certificates are then issued and sold
as contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and the Indenture, the Certificates will constitute
valid and binding obligations of the Company.
American Church Mortgage Company
______ __, 2008
Page 2
The foregoing opinions are subject to: (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) general principles of equity (whether considered in a proceeding
in equity or at law); and (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of,
or contribution to, a party with respect to a liability where such
indemnification or contribution is contrary to public policy. We express no
opinion concerning the enforceability of any waiver of rights or defenses with
respect to stay, extension or usury laws, and we express no opinion with respect
to whether acceleration of the Certificates may affect the collectibility of any
portion of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.
We assume for purposes of this opinion that the Company is and will remain duly
organized, validly existing and in good standing under Minnesota law.
To the extent that the obligations of the Company under an Indenture may be
dependent thereon, we assume for purposes of this opinion that the Company has
the organizational power and authority to issue and sell the Certificates; that
the applicable Indenture has been duly authorized by all necessary
organizational action by the Company, has been duly executed and delivered by
the Company and constitutes the valid, binding and enforceable obligation of the
Company enforceable against the Company in accordance with its terms; that the
Trustee for each Indenture is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the applicable
Indenture; that the applicable Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes a legally valid, binding and
enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, generally and with
respect to acting as Trustee under the applicable Indenture, with all applicable
laws and regulations; and that the Trustee has the requisite organizational and
legal power and authority to perform its obligations under the applicable
Indenture.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the heading "LEGAL MATTERS" in
the Prospectus. In giving such consent, we do not hereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the Rules and Regulations of the Securities and Exchange Commission
promulgated under the Act.
Very truly yours,
WINTHROP & WEINSTINE, P.A.