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m <br />HASLER, FONFARA AND MAXWELL LLP <br />ATTORNEYSATLAW COlOIC'�dO Water Conservation Board <br />February 26, 2003 <br />Page 2 <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 />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 />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 />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 />4. The Loan Contract will be valid and binding against <br />Borrower if entered into by CWCB. <br />The opinions expressed in this letter are made subject to, <br />and are qualified by, the following: <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 />B. The enforceability of the Loan Contract shall be <br />subject to (i) the exercise of judicial discretion in accordance <br />with the principals 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 />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, firm, or corporation for any purpose <br />without our prior 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 />Sincerely, <br />� <br />�.�c�.� v�� %� <br />� / <br />TIMOTHY W. HASLER <br />p � i � ,' � / � <br />l`V,__ L2-' � /�/� <br />TWH/lh <br />cc: Mr. J. Gale Moody <br />