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<br />Carter & Sands, P.C. <br />Page 2 <br /> <br />1. The Governmental Agency has full legal right and authority to execute the Loan <br />Contract and Promissory Note and to observe and perform its duties, covenants, <br />obligations and agreements thereunder and to undertake and complete the <br />Project; subject, however, to the effect of restrictions and limitations imposed <br />by or resulting from bankruptcy, insolvency, moratorium, reorganization, debt <br />adjustment or other similar laws affecting creditors' rights generally heretofore <br />or hereafter enacted. <br /> <br />2. The Loan Contract has been duly executed by officers of the Governmental <br />Agency who are duly elected or appointed and are authorized to execute the <br />Loan Contract and to bind the Governmental Agency; <br /> <br />3. Ordinance No. 343, Series of 2007, of the Governmental Agency authorizing <br />the execution and delivery of the Loan Contract was duly adopted by the <br />Governmental Agency; <br /> <br />4. The proceedings of Governmental Agency's governing members approving the <br />Loan Contract and authorizing its execution, issuance and delivery on behalf of <br />the Governmental Agency, and authorizing the Governmental Agency to <br />undertake and complete the Project have been duly and lawfully adopted and <br />authorized in accordance with applicable Colorado law at a meeting which was <br />duly called pursuant to necessary public notice and held in accordance with <br />applicable Colorado law, and at which a quorum was present throughout; and <br /> <br />5. There are no provisions in the Colorado Constitution or any other State or local <br />law that prevent the Loan Contract from binding the Governmental Agency. To <br />the best of my knowledge, after such investigation as I have deemed <br />appropriate, the authorization, execution and del ivery of the Loan Contract by <br />the Governmental Agency, the observation and performance by the <br />Governmental Agency of its duties, covenants, obi igations and agreements <br />thereunder and the consummation of the transactions contemplated therein and <br />the undertaking and completion of the Project do not and will not contravene <br />any existing law or any existing order, injunction, judgment, decree, rule or <br />regulation of any court or governmental or administrative agency, authority or <br />person having jurisdiction over the Governmental Agency or its property or <br />assets or result in a breach or violation of any of the terms and provisions of, or <br />constitute a default under, any existing bond resolution, trust agreement, <br />indenture, mortgage, deed of trust or other agreement to which the <br />Governmental Agency is a party or by which it, the irrigation system or its <br />property or assets is bound. <br /> <br />This opinion is rendered on the basis of the laws of the State of Colorado and the laws <br />of the Governmental Agency as enacted and construed on the date hereof, I express no <br />opinion as to any matter not set forth in the numbered paragraphs herein. I hereby authorize <br />the Colorado Water Conservation Board and any attorneys acting on its behalf to rely on this <br />opinion. <br />