C150279 Attorney Opinion Letter - Laserfiche WebLink

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The Department of Natural Resources Colorado Water Conservation Board Attn: Construction Fund Section February 12, 2009 Page 5 9. Execution and delivery by the Borrower of, and performance by the Borrower of its payment obligations in, the Loan Documents neither are prohibited by applicable provisions of statutory law or regulation of the State of Colorado nor subject the Borrower to a fine, penalty or other similar sanctions under, any statutory law or regulation of the State of Colorado. Our opinion in this Paragraph relates only to statutory laws and regulations that we, in the exercise of customary professional diligence, would reasonably recognize as being directly applicable to the Borrower. Without in any manner limiting the foregoing assumptions, the foregoing opinions are also subject to the following qualifications: Certain rights, remedies, waivers, and other provisions contained in the Loan Documents may not be enforceable in all circumstances; nevertheless, such unenforceability will not render the Loan Documents invalid as a whole or preclude the judicial enforcement of the obligation of the Borrower to repay the principal, together with interest thereon (to the extent not deemed a penalty). ii. The effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws or principles of equity affecting the rights and remedies of debtors and creditors generally or the effect of the legal obligation of contracting parties to deal with each other in good faith and to exercise fair dealing. This exception includes: (a) the United States Bankruptcy Code as amended and thus comprehends, among others, matters of turn-over, automatic stay, avoidance powers, fraudulent transfer, preference, discharge, conversion of a non-recourse obligation into a recourse claim, limitations on ipso facto and anti-assignment clauses and the coverage of pre-petition security agreements applicable to property acquired after a petition is filed; (b) all other federal and state bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement and assignment for the benefit of creditors laws that affect the rights and remedies of creditors generally (not just creditors of specific types of debtors); (c) all other federal bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement, and assignment for the benefit of creditors laws that have reference to or affect generally only creditors of specific types of debtors and state laws of like character affecting generally only creditors of financial institutions and insurance companies; (d) state fraudulent transfer and conveyance laws; and (e) judicially developed doctrines relevant to any of the foregoing laws, such as substantive consolidation of entities.