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<br />,. <br /> <br />existence or absence of such facts, and no inference as to my knowledge of the existence or <br />absence of such facts should be drawn from my representation ofPRBDC. <br /> <br />Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, <br />qualifications and limitations set forth herein, I am of the opinion that: <br /> <br />(1) The contract has been dilly executed by the officers of the Pine River-Bayfield Ditch <br />Company who are dilly elected or appointed and are authorized to execute the contract and to bind <br />the PRBDC. <br /> <br />(2) The resolutions of the PRBDC authorizing the execution and delivery of the contract <br />were duly adopted by the PRBDC 's board of directors and stockholders. <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 aginst the PRBDC if entered into by the CWCB. <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 any Loan <br />Documents, and the use of the term "enforceablell 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 />