September 8, 1998 VIA HAND DELIVERY VIA FACSIMILE TRANSMISSION Sterling G. Williams, Senior V.P. Northeast Bank 232 Center Street Auburn, ME 04210 Re: Opinion of Borrower's Counsel - Letter re Term Loans, Section Legal Opinions $200,000 Term Loan Dear Mr. Williams: Pursuant to the terms and conditions provided in your letter dated August 24, 1998, and in addition to all other requirements more fully described in the loan documents between Northeast Bank (hereinafter referred to as "Lender"), whose address is 232 Center Street, Auburn, Maine 04210, and Acadia National Health Systems, Inc. (hereinafter referred to as "Borrower" or "Acadia"), I hereby inform you as follows: 1. Acadia is a fully reporting, public corporation as defined by Section 12(g) of the Securities Exchange Act of 1934, duly organized and validly existing and in good standing under the laws of the State of Colorado. 2. Acadia has all requisite corporate power to execute, acknowledge and deliver the Loan Documents and to perform its obligations therein. Page 2 Mr. Sterling G. Williams September 8, 1998 - -------------------------- 3. Acadia has duly and validly authorized the execution, delivery, and performance of the Loan Documents and consummation of the transactions contemplated thereby. 4. The Loan Documents have been duly executed, acknowledged, and delivered by Acadia and are the legal, valid and binding obligations of Acadia, each enforceable against Acadia in accordance with its terms except as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors' rights generally. 5. Acadia has taken all corporate action required in order to authorize the execution of the Loan Documents. 6. The current officers and directors of Acadia, as set forth this 8th day of September, are as follows: Paul W. Chute, CEO and Chairman of the Board Jacquelyn J. Magno, Vice President, Secretary and Director John Crispin, M.D., Member Mark T. Thatcher, Esq., Member 7. The authorized capital stock of Acadia consists of 50,000,000 shares of Common Stock, no par value, of which 3,737,987 shares are issued, and all of such issued shares have been duly and validly authorized and issued and are fully paid and non-assessable. Page 3 Mr. Sterling G. Williams September 8, 1998 - ------------------------- 8. As of the date prescribed and set forth herein (September 8, 1998), no one (1) shareholder of Acadia owns twenty percent (20%) or more of the issued and outstanding stock. 9. To the best of my knowledge there are no litigation proceedings, or governmental investigations or labor disputes pending or threatened against or relating to Acadia, its assets, its properties or businesses. 10. As to such other matters incident to the issues contemplated in connection with the pledging of assets by Acadia as collateral for the loans (described more fully in the Loan Documents,) I will provide to the Lender whatever further documents and information the Lender may reasonably request. Sincerely, /s/ Mark T. Thatcher Mark T. Thatcher Atty. Reg No.025275 CO 453658 DC MTT/jet cc: Paul W. Chute Jacquelyn J. Magno H. Kelly Matzen, Esq. CERTIFICATE CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF ACADIA NATIONAL HEALTH SYSTEMS, INC. Pursuant to the provisions of the Colorado Business Corporation Act, as amended, the following individuals represent the entire incumbent Board of Directors of Acadia National Health Systems, Inc., a Colorado corporation, on September 8, 1998, and have been elected as officers of the corporation to serve in the capacities set forth opposite their respective names until their successors shall have been duly elected and qualified: NAME TITLE Paul W. Chute Chairman, 95 Park Street CEO Lewiston, ME 04240 Jacquelyn J. Magno Vice President, 95 Park Street Secretary Lewiston, ME 04240 John Crispin, MD Member C/O ANHS, Inc. 95 Park Street Lewiston, ME 04240 Mark T. Thatcher, Esq. Member 360 Thames Street Newport, RI 02840 RESOLVED, that a corporate seal bearing the words, "Acadia National Health Systems, Inc." and identified by the impression thereof in the margin of this page, be and hereby is affixed by the corporation. DATED: September 8, 1998. /s/ Paul W. Chute PAUL W. CHUTE, Chairman and CEO /s/ Jacquelyn J. Magno JACQUELYN J. MAGNO, Vice President and Secretary of the Board