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<br />CARLSON, HAMMOND & PADDOCK, L.L.C. <br /> <br />CWCB <br />October 24, 2006 <br />Page 2 <br /> <br />( c) The proposed loan, and the construction contract entered into to complete the <br />Project, have been authorized and ratified at an election held on September 5, 2006 in accordance <br />with Colorado law, specifically C,R.S. 937-41-113 and 37-41-117. <br /> <br />(d) There are no provisions in the Colorado Constitution or state or local law that <br />prevent the Loan Contract from binding the District. <br /> <br />(e) Assuming valid execution and implementation by the Colorado Water Conservation <br />Board, the Loan Contract is valid and binding against the District, subject, however, to the effect of, <br />and to restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, <br />reorganization, debt adjustment or other similar laws affecting creditors' rights generally ("Creditor's <br />Rights Limitations") heretofore or hereafter enacted. <br /> <br />Very truly yours, <br /> <br />/p{l ., <br />. /:~. /C.,/\./ II ,"V'\'""u"",\.. <br />f/ v f).... t-...g" 1;'-1 ~'___ <br />) <br /> <br />Mary Mead Hammond <br /> <br />cc: Jim Yahn <br /> <br />MMH.677 (393-8) <br />