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<br />(2) The Borrower's governing body has validly adopted a resolution approving the <br />amendment. <br /> <br />(3) There are no provisions in the PRBDC's articles of incorporation or bylaws or any <br />state or local law that prevent this contract from binding the PRBDC. <br /> <br />(4) The contract will be valid and binding against the PRBDC if entered into by the <br />CWCB. <br /> <br />(5) The priority of the liens for the additional $30,300 loan will not date back to the date of <br />the original lien, but will take position as of the date of recording/filing. <br /> <br />The foregoing opinions are subject to the following exceptions, qualifications and <br />limitations: <br /> <br />A. This opinion is limited to the effect of the present state of the laws of the State of Colorado <br />and the facts as they presently exist. I assume no obligation to revise or supplement this <br />opinion in the event of future changes in such laws or the interpretations thereof or such <br />facts. <br /> <br />B. My opinion set forth herein is subject to (i) the effect of any bankruptcy, insolvency, <br />reorganization, moratorium, arrangement or similar laws affecting the enforcement of <br />creditors' rights generally (including, without limitation, the effect of statutory or other <br />laws regarding fraudulent transfers or preferential transfers) and (ii) general principles of <br />equity, regardless of whether enforceability is considered in a proceeding in equity or at <br />law. <br /> <br />C. Without limitation in respect of clause B (ii) above, I express no opinion (i) as to the <br />ability to obtain specific performance, injunctive relief or other equitable relief (whether <br />sought in a proceeding at law or in equity) as a remedy for noncompliance with the <br />Amendment, and the use of the term "enforceable" shall not imply any opinion as to the <br />viability of any equitable remedies other than foreclosure under Colorado law, (ii) <br />regarding the rights or remedies available to any party for violations or breaches of any <br />provisions which are immaterial or for violations or breaches of any provisions the <br />enforcement of which a court determines would be unreasonable under the then existing <br />circumstances, (iii) regarding the rights or remedies available to any party for material <br />violations or breaches which are the proximate result of actions taken by any party other <br />than the party against whom enforcement is sought which actions such other party is not <br />entitled to take pursuant to the relevant agreement or instrument or applicable laws or <br />which otherwise violate applicable laws, (iv) regarding the rights or remedies available to <br />any party insofar as such party may take discretionary action which is arbitrary, <br />unreasonable or capricious, or is not taken in good faith or in a commercially reasonable <br />manner, whether or not such action is permitted under the Amendment, (v) relating to the <br />strict enforcement of certain covenants in debt instruments absent a showing of damage to <br />a lender, impairment of the value of collateral or impairment of a borrower's ability to pay <br />