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State of Colorado <br /> The Department of Natural Resources <br /> Colorado Water Conservation Board <br /> February 17,2014 <br /> Page 3 <br /> bankruptcy, insolvency, reincorporation, foreclosure, reorganization, moratorium or similar <br /> laws affecting creditors' rights generally, and subject to general principles of equity and <br /> subject to the reasonable exercise by the United States of America, the State of Colorado and <br /> their governmental bodies of the police power inherent in the sovereignty of government and <br /> powers delegated under the federal and state constitutions, and subject to the exceptions set <br /> forth in this letter. <br /> Our opinions set forth above are subject to the following additional exceptions, limitations, <br /> assumptions, explanations, and qualifications: <br /> A. Execution, Delivery and Authenticity. We have assumed execution and delivery of the <br /> Loan Documents. Furthermore, we have assumed the conformity to original documents of all <br /> documents submitted to us, as copies. Based upon our investigation, we have no information <br /> or reason to believe that any document was not properly authorized, executed, delivered and <br /> authentic. <br /> B. Title and Priorities. We have not made or undertaken to make any investigation of the state <br /> of title to the premises or property or to the personal property which is the subject of the <br /> Loan and we express no opinion with respect to title to the property or personal property or <br /> to the priority of the lien created by any of the Loan Documents. <br /> C. Use of Funds. No opinions are given on the proposed use of the funds the Association may <br /> obtain from the Loan. <br /> D. Limited Independent Investigation. Our engagement by the Association has been limited <br /> to review of the documents referenced above to enable us to provide this letter. We have <br /> also asked and sought a letter with representations to our firm from the Association. Except <br /> as otherwise stated, we have undertaken no independent investigation or verification of any <br /> other documents or matters that may be related to the Loan. <br /> E. No Implied Opinions. Our opinions are limited to the matters expressly set forth in this <br /> letter, and no opinions are to be implied or inferred beyond the matters expressly stated. <br /> F. Zoning. The opinions contained in this letter do not include any opinion as to the zoning of <br /> or at any of the properties owned, leased or maintained by the Association. <br /> G. Environmental Matters. The opinions contained in this letter do not include any opinion or <br /> opinions as to environmental matters, including, but not limited to: <br /> (a) The Resource Conservation and Recovery Act; <br /> (b) The Comprehensive Environmental Response, Compensation and Liability Act; <br /> (c) The National Environmental Policy Act of 1959; <br /> (d) The Flood Disaster Protection Act of 1973; <br /> (e) The Clean Air Act; <br />