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Lyons Gaddis Kahn Hall <br /> .Jeff rs Dworak Grant <br /> A Professional Corporation �`°" Attorneys and Counselors <br /> July 14, 2014 <br /> Page 2 <br /> Based on the Documents Reviewed and representations of the Borrower, it is our opinion that: <br /> a. Borrower is a Colorado entity in good standing and is qualified to transact business in the <br /> State of Colorado. <br /> b. That Mr. Petrocco is the General Partner of the Borrower pursuant to the Partnership <br /> Agreement. <br /> Mr. petrqccos as the General Partner of the Borrower, is duly authorized by the Partnership <br /> Agreement to execute the Amended Loan Contract between the CWCB and the Borrower and <br /> to bind the Borrower to the Amended Loan Contract; • <br /> d. A resolution dated June 23, 2014 authorizing the execution and delivery of the Amended Loan <br /> Contract was duly adopted by Mr. Petrocco as General Partner of the Borrower; <br /> e. There are no provisions in the Partnership Agreement, or any state or local law that prevent <br /> the Amended Loan Contract from binding the Borrower; <br /> f. There are no provisions in any of the Borrower's formation and governing documents that <br /> would invalidate the approval of the Amended Loan Contract;and <br /> g. The Amended Loan Contract will be valid and binding against the Borrower if entered into by <br /> the CWCB. <br /> The opinions are based solely on our knowledge and the representations of the Borrower as of the <br /> date of this letter, including but not limited to the assumption that Borrower has not amended the <br /> Partnership Agreement, and except as limited by bankruptcy, insolvency, reorganization, <br /> moratorium or other similar laws or judicial decisions affecting the rights of creditors generally <br /> and by general principles of equity (regardless of whether such enforceability is considered in a <br /> proceeding in equity or at law). <br /> The foregoing opinions are for the exclusive reliance of the CWCB, and are not intended for the <br /> benefit of,and should not be relied upon whatsoever by, anyone except the CWCB. <br /> Sincerely, <br /> LYONS GADDIS KAHN HALL <br /> JEFFERS DWORAK&GRANT, PC <br /> By <br /> Matthew Machado <br /> mmachado @Igkhlaw.com <br /> cc: David A. Petrocco,Sr. <br />