WNC Housing Tax Credit Fund VI, L.P., Series 13 – ‘S-11’ on 4/15/05 – EX-5

On:  Friday, 4/15/05, at 8:08pm ET   ·   As of:  4/18/05   ·   Accession #:  1011723-5-54   ·   File #:  333-124115

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration Statement for Securities of a Real Estate Company   —   Form S-11
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-11        Registration Statement (Series 13)                   351   1.11M 
 2: EX-1        Exhibit 1.1 Dealer Manager Agreement                   9     47K 
 3: EX-1        Exhibit 1.2 Selected Dealers Agreement                 7     30K 
 4: EX-5        Exhibit 5.1 Legal Opinion                              1      8K 
 5: EX-8        Exhibit 8.1 Tax Opinion                                3     14K 
 6: EX-10       Exhibit 10.1 Escrow Agreement                          4     20K 
 7: EX-23       Exhibit 23.3 Consent                                   1      7K 

EX-5   —   Exhibit 5.1 Legal Opinion

LAW OFFICES OF
DERENTHAL & DANNHAUSER LLP
ONE POST STREET, SUITE 575
 SAN FRANCISCO, CALIFORNIA 94104
(415) 981-4844
 FACSIMILE: (415) 981-4840

April 15, 2005  

WNC Housing Tax Credit Fund VI, L.P., Series 13                                 
WNC Housing Tax Credit Fund VI, L.P., Series 14                                 
17782 Sky Park Circle                                                           
Irvine, California  92614                                                       

Re:   Registration Statement on Form S-11             

Gentlemen:                                                                      

    We have examined the above-referenced Registration Statement to be
filed by you with the Securities and Exchange Commission on or about the date   
hereof in connection with the registration under the Securities Act of 1933, as 
amended, of 50,000 limited partnership units (the "Units"). The Units are to be 
offered and sold by and through selected member-dealers of the National         
Association of Securities Dealers, Inc. on a "best efforts" basis.              

       As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the Units.                   

   It is our opinion that upon completion of the proposed additional
proceedings being taken or contemplated by us, as your counsel, to be taken     
prior to the issuance of the Units, consisting of the completion of the         
registration of the Units under the Securities Act of 1933, and upon completion 
of the proceedings being taken in order to permit the offer and sale of the     
Units in accordance with the securities laws of the respective states, the      
Units, when issued and sold in the manner referred to in the Registration       
Statement, will be legally and validly issued, and, upon payment of the         
consideration therefor specified in the Registration Statement, will be fully   
paid and nonassessable.                                                         

We consent to the use of this opinion as an exhibit to said   
Registration Statement and further consent to the use of our name wherever      
appearing in said Registration Statement, including the Prospectus constituting 
a part thereof, and any amendment thereto.                                      

                             Very truly yours,

                                          /s/ DERENTHAL & DANNHAUSER LLP
                                      DERENTHAL & DANNHAUSER LLP

Dates Referenced Herein

This ‘S-11’ Filing		Date		Other Filings
Filed as of:		4/18/05		None on these Dates
Filed on:		4/15/05
				List all Filings