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<br />HASLER, FONFARA AND MAXWELL LLP <br />ATTORNEYS AT LAW <br /> <br />Colorado Water Conservation Board <br />January 9, 2003 <br />Page 2 <br /> <br />Based upon our examination of the Loan Contract and the <br />Authority Documents, and subject to qualifications set forth <br />hereinafter, we are of the opinion that: <br /> <br />1. The Loan Contract has been duly executed by officers of <br />Borrower, who are duly elected or appointed and are authorized to <br />execute the Loan Contract and to bind Borrower. <br /> <br />2. The Resolutions of Borrower authorizing the execution <br />and delivery of the Loan Contract were duly adopted by Borrower's <br />Board of Directors and shareholders. <br /> <br />3. There are no provisions in the Authority Documents or <br />any state or local law that prevent the Loan Contract from <br />binding Borrower. <br /> <br />4. The 40an Contract will be valid and binding against <br />Borrower if entered into by CWCB. <br /> <br />The opinions expressed in this letter are made subject to, <br />and are qualified by, the following: <br /> <br />A. 'Our opinions are limited solely to the laws of the <br />State of Colorado and federal law, and we express no opinion as <br />to the laws of any other jurisdiction. <br /> <br />B. The enforceability of the Loan Contract shall be <br />subject to {i} the exercise of judicial discretion in accordance <br />with the princ~pals of equity, and {ii} applicable bankruptcy, <br />insolvency, reorganization, moratorium~ and similar laws of <br />general application affecting the rights and remedies of <br />creditors. <br /> <br />The opinions expressed in this letter are given solely for <br />the benefit of CWCB, its successors and assigns. The opinions <br />expressed in this letter may not be relied upon in whole or in <br />part by any other person, fir.m, or corporation for any purpose <br />without our pr~or written consent. The opinions expressed in <br />this letter are rendered as of the date hereof, and we express no <br />opinion as to circumstances or events that may occur subsequent <br />to such date. <br /> <br />Sincerely, <br /> <br /> <br />TIM~=~~\~L:~ <br /> <br />TWH/lh <br />cc: Mr. Steven E. Shultz <br /> <br />.~ <br />