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<br />) <br /> <br />) <br /> <br />Sherman & Howard L.L.C. <br /> <br />Colorado Water Conservation Board <br />November 30, 1999 <br />Page 2 <br /> <br />and made such investigation of law as in our judgment we have deemed necessary or appropriate to <br />enable us to render the opinions expressed below. <br /> <br />Based upon the foregoing, we are of the opinion that: <br /> <br />1. The Town has full legal right and authority to execute the Loan Documents <br />and to observe and perform its duties, covenants, obligations and agreements thereunder; subject, <br />however, to the effect of, restrictions and limitgtions imposed by or resulting from, bankruptcy, <br />insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors' <br />rights generally ("Creditor's Rights Limitations") heretofore or hereafter enacted. <br /> <br />2. The Loan Documents hav~ been duly authorized, executed and delivered by <br />the authorized officers of the Town; and, assuming in the case of the Loan Contract, that the Water <br />Board has all the requisite power and authority to authorize, execute and deliver, and has duly <br />authorized, executed and delivered the Loan ContJ:act, the Loan Documents constitute the legal, valid <br />and binding obligations of the Town enforceable in accordance with their respective terms; subject, <br />however, to the effect of, and to restrictions and limitations imposed by or resulting from Creditor's <br />Rights Limitations or other laws, judicial dec:isions and principles, of equity relating to the <br />enforcement of contractual obligations generally. <br /> <br />3. The election held by the Town on November 2,1999 to obtain voter approval <br />of the Loan met all material requirements of the ltlws and the Constitution of the State of Colorado. <br /> <br />We express no opinion as to the validity or enforceability of the indemnification <br />provisions contained in the Loan Documents. <br /> <br />The obligations of the Town are :mbject to the reasonable exercise in the future by <br />the State of Colorado and its governmental bodies of the police power inherent in the sovereignty <br />of the State and to the exercise by the United States of the powers delegated to it by the Federal <br />Constitution. <br /> <br />This opinion is rendered on the baSis the laws of the State of Colorado as enacted and <br />construed on the date hereof. We express no opirrion as to any matter not set forth in the numbered <br />paragraphs herein. As bond counsel, we are representing the Town and delivery of this opinion does <br />not establish an attorney-client relationship betvleen you and us. <br /> <br />Respectfully submitted, <br /> <br />5~U7 (AltwM/ ~ LC. <br />