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Colorado Water Conservation Board <br /> Inverness Water and Sanitation District <br /> October 1, 2014 <br /> Page 3 of 4 <br /> knowledge, are duly elected directors of the District and are authorized to execute the <br /> Loan Contracts and bind the District. <br /> 2. There are no provisions in the Colorado Constitution or any other state or <br /> local law that prevent this Contract for binding the Borrower. <br /> This letter contains opinions of this firm which are, in their entirety, subject to and <br /> qualified by the following: we have not undertaken any review of local laws and our opinion <br /> regarding them is qualified to the extent of our actual knowledge as of the date of this opinion; <br /> nor have we performed an exhaustive review of the Colorado Constitution or all other state laws <br /> and our opinion regarding the Colorado Constitution and all other state laws is qualified to the <br /> extent of our actual knowledge as of the date of this opinion; further, the obligations of the <br /> District with respect to the Loan Contracts, may all be affected by (i) the provisions of <br /> bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the <br /> enforcement of creditor's rights generally; (ii) compliance or non-compliance by the directors of <br /> the District with laws contained in Section 18-8-308, C.R.S. and under Title 24, Article 18, <br /> C.R.S. regarding disclosure of potential conflicts of interest; (iii) compliance or non-compliance <br /> by the directors of the District with laws contained in Section 32-1-901, C.R.S. regarding the <br /> filing of oaths and bonds; (iv) principles of equity now or hereafter in effect; (v) the reasonable <br /> exercise in the future by the State and its governmental bodies of the police power inherent in the <br /> sovereignty of the State and (vi) their enforcement may also be subject to the exercise of judicial <br /> discretion in appropriate cases. <br /> Except as specifically stated in paragraphs 1 through 2 hereof, we express no opinion <br /> hereunder. Unless and except as specifically provided herein, we express no opinion as to any of <br /> the documents prepared by any other parties to the transactions contemplated herein or therein, <br /> including warranties and/or representations contained therein, nor except as specifically provided <br /> above, do we express any opinion as to the effect of their execution by members of the Board of <br /> Directors of the District or others. We express no opinion to any of the following: (a) the <br /> District's financial condition and/or the sufficiency of the security provided for payment of debt <br /> service on the Loans, including whether the District will be financially able to perform its <br /> obligations under the Loan Contracts, (b) the District's use of the proceeds of the Loans as <br /> contemplated by the Resolution or any other document connected to the closing on the Loans; or <br /> (c) the treatment for federal, state or local income tax purposes of interest payable with respect to <br /> the Loans or the federal or state tax consequences of the issuance of the Loans or execution and <br /> delivery of any of the documents referred to herein. <br /> This opinion letter is solely for the addressee's information in connection with the Loan <br /> Contracts and the issuance of the Loans, and is not to be quoted in whole or in part or otherwise <br /> referred to (except in a list of closing documents), nor is it to be delivered to any other person <br /> (except as a part of a closing book memorializing the closing on the Loans) without our prior <br /> written consent. Other than the addressees hereto, no one is entitled to use or rely on this opinion <br /> letter without the written consent of our firm. Our firm represents only the District in the <br /> transactions contemplated by the Loan Contracts; delivery of this letter does not establish an <br />