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<br />LEAVENWORTH & KARP, P.C. <br /> <br />Colorado Water Conservation Board <br />Page 3 <br />June 25, 2004 <br /> <br />7. To the best of our knowledge, after such investigation as we have deemed <br />appropriate, there is no litigation or other proceeding pending or threatened in any <br />court or other tribunal of competent jurisdiction (either state or federal) questioning <br />the creation, organization, or existence of the Town or the Enterprise or of the <br />validity, legality, or enforceability of the of the Loan Documents or undertaking or <br />completion of the Project or, except as disclosed in writing, which if adversely <br />determined, could (a) materially adversely affect (1) the financial position of the <br />Town or the Enterprise, (2) the ability of the Town or the Enterprise to perform its <br />obligations under the Loan Contract, (3) the 3ecurity for the Loa"} Contract, or (4) the <br />transactions contemplated by the Loan Contract, or (b) impair the ability of the Town <br />or the Enterprise to maintain and operate the water and sewer system. <br /> <br />8. There does not exist any bill, act, law, rule, or regulation pending or, to the best of <br />out knowledge~ threatened which, if enacted, could (a) materially adversely affect (1) <br />the ability of the Town or the Enterprise to perform its obligations under the Loan <br />Contract, (2) the security for the Loan Contract, or (3) the transactions contemplated <br />by the Loan Contract; or (b) impair the ability of the Town or the Enterprise to <br />maintain and operate the water and sewer system. <br /> <br />This opinion is rendered on the basis of the Constitution and the laws of the State of <br />Colorado as enacted and construed on the date hereof. We express no opinion as to any matter not <br />set forth in the numbered paragraphs herein. <br /> <br />We hereby authorize the Attorney General, general counsel to the CWCB, to rely on this <br />opinion as if we had addressed this opinion to them in addition to you. <br /> <br />Very truly yours, <br /> <br />DHM: <br />cc: Town of New Castle <br /> <br /> <br />KARP, P.e. <br /> <br />1:\2004\Clients\New Castle\2-Waler-177\Letlers\CWCB-Opinion. wpd <br />