C150336 Attorney Opinion Letter Ammend 1

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Colorado Water Conservation Board August 20, 2014 Page 3 we express no opinion as to the laws of any state or jurisdiction other than the State of Colorado in effect on the date hereof as they presently apply; C. We express no opinion as to the legality, validity, or enforceability of any provision of any of the Loan Documents purporting to: (i) preclude the modification of any of the Loan Documents through conduct, custom, or course of performance, action, or dealing; (ii) waive any equitable or statutory rights or remedies of Borrower; (iii) require the payment or reimbursement by Borrower of any fees, costs, expenses or other amounts which are unreasonable in nature or amount; (iv) waive notice, opportunities to cure or redeem in the event of a default, or rights of recourse against a party in the event of willful, wanton or intentional misconduct by such party, each such waiver may be found by a court to be unenforceable; (v) waive the doctrine of laches or any applicable statute of limitations; or (vi) authorize Lender to sign or file documents without the signature of Borrower; D. Our opinions are subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally. E. We express no opinion as to the enforceability of cumulative remedies to the extent such cumulative remedies purport to or would have the effect of compensating the party entitled to the benefits thereof in amounts in excess of the actual loss suffered by such party; F. The duties to exercise reasonable care in the custody and preservation of collateral, to deal with and to dispose of collateral in a commercially reasonable manner, and to act in good faith with diligence, reasonableness and care as required by the Colorado UCC or other applicable law may not be disclaimed by agreement or released prior to a default; G. The rights of Borrower to receive notices under CRS §§ 4-9-611, 4-9-620, et seq., and other applicable laws may not be waived prior to default, and the failure to comply with such notice requirements may affect Lender's ability to enforce its liens and security interests or bar the recovery of any deficiency remaining after the retention or sale of repossessed collateral; H. Notwithstanding certain language contained in the Loan Documents, Lender may be limited to recovering only reasonable expenses with respect to the retaking, holding, preparing for sale or lease, selling, leasing and the like of collateral and reasonable attorneys' fees and legal expenses; and I. Our opinions are based upon facts, laws, and conditions as they exist on the date of this letter or, as to any fact or condition referenced herein and contained in any certificate, search, or the Loan Documents, as of the earlier date indicated therein. We disclaim any obligation {W0926218 TJS}