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Orten State of Colorado <br /> Cavanagh The Department of Natural Resources <br /> b Colorado Water Conservation Board <br /> Richmond & January 25,2012 <br /> Page 2 <br /> Holmes LLC <br /> A t t o r n e y s at L a w <br /> c. Declaration and Agreement of Protective Covenants (first revision), recorded <br /> December 13, 1988 at Reception No. 00957455, Boulder County Clerk and <br /> Recorder. <br /> d. Declaration and Agreement of Protective Covenants (first revision), recorded <br /> December 14, 1988 at Reception No. 88059452, Larimer County Clerk and <br /> Recorder <br /> e. Technical Amendment to the Declaration: Notice of Owner Association Address <br /> under Declaration: recorded March 20, 2008 at Reception No. 2917441, Boulder <br /> County Clerk and Recorder; and March 20, 2008 at Reception No. 20080017358, <br /> Larimer County Clerk and Recorder <br /> f. Collectively, the foregoing are referred to as the"Declaration" <br /> 2. Certificate of Incorporation of Big Elk Meadows Association, filed August 2, 1966 with <br /> the Colorado Secretary of State ("Articles"). <br /> 3. By Laws of the Big Elk Meadows Association, adopted January 19, 1967, revised March <br /> 31, 1975 and March 28, 1983 ("Bylaws"). <br /> We have also made such other investigations of law and fact as we deemed necessary to render <br /> the opinions set forth in this letter. <br /> Attorney's Opinion <br /> Based on the foregoing and subject to the limitations and qualifications in this letter, we are of <br /> the opinion that: <br /> 1. The Loan Contract has been duly executed by officers of the Association, which officers are <br /> duly elected or appointed and are authorized to execute the Loan Contract and to bind the <br /> Association. <br /> 2. The resolutions of the Association authorizing the execution and delivery of Loan Contract <br /> were duly authorized by the Association's Board of Directors. <br /> 3. There are no provisions in the Association's Articles or Bylaws, or Declaration, or any state <br /> or local law that prevents the Loan Contract from binding the Association. <br /> 4. The Loan Contract will be valid and binding against the Association if entered into by the <br /> CWCB, except as may be limited by applicable bankruptcy, insolvency, reincorporation, <br /> foreclosure, reorganization, moratorium or similar laws affecting creditors' rights generally, <br /> subject to general principles of equity and subject to the reasonable exercise by the United <br /> States of America, the State of Colorado and their governmental bodies of the police power <br />