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<br />LIGHT, HARRINGTON & DAWES, P.C. <br />Colorado Water Conservation Board <br />March 14, 2008 <br />Page 2 of 2 <br />4) The Loan Contract will be valid and binding against the Borrower if entered into by the Board. <br />We express no opinion as to any matter not set forth in the numbered paragraphs herein. Further, <br />this opinion does not take into account any provisions of bankruptcy, insolvency, reorganization, <br />moratorium, or similar laws relating to or affecting the enforcement of creditors' rights generally. <br />We do not express any opinion as to the effect these laws or any proceedings under these laws might <br />have on the Borrower's obligations. <br />This opinion is limited to the use of the addressees. It may not be relied upon by others, and may be <br />relied upon only as stated herein. This opinion may not be quoted, reproduced or referenced in <br />whole or in part without this firm's written consent. We assume no obligation to review or <br />supplement this letter subsequent to its date for the benefit of the addressees or any other person or <br />entity. <br />Very truly yours, <br />LIGHT, HARRINGTON &DAWES, P.C. <br />By: <br />amuel J. <br />cc: Matt Reay, Town Administrator <br />Tam Intermill, Town Clerk <br />