CT2015-140 Agreement with CWRPDA

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Colorado Water Resources and Power Development Authority May 20,2011 Page 2 of 4 (b) the proceedings of the governing body of the Governmental Agency relating to the approval of the Loan Agreement and the execution, issuance and delivery thereof on behalf of the Governmental Agency, and the authorization of the undertaking and completion of the Project(as defined in the Loan Agreement); (c) the Governmental Agency Bond, dated as of May 20, 2011, (the "Governmental Agency Bond") issued by the Governmental Agency to the Authority to evidence the Loan(as defined in the Loan Agreement); (d) the proceedings of the governing body of the Governmental Agency relating to the issuance of the Governmental Agency Bond and the execution, issuance and delivery thereof to the Authority (the Loan Agreement and the Governmental Agency Bond are referred to herein collectively as the"Loan Documents"); (e) the Power Purchase Agreement between the Governmental Agency and the Poudre Valley Rural Electric Association, Inc.,revenues of which have been pledged to the repayment of the Loan; (f) all outstanding instruments relating to the bonds, notes or other indebtedness of or relating to the Governmental Agency. We have also examined and relied upon originals, or copies certified or otherwise authenticated to our satisfaction, of such other records, documents, certificates and other instruments, and made such investigation of law as in our judgment we have deemed necessary or appropriate to enable us to render the opinions expressed below. Based upon the foregoing,we are of the opinion that: (1) The Governmental Agency is a "governmental agency" within the meaning of the Authority's enabling legislation and is a political subdivision of the State of Colorado with the full legal right and authority to execute the Loan Documents. (2) The Governmental Agency has the full legal right and authority to carry on the business of the System (as defined in the Loan Agreement) as currently being conducted and as proposed to be conducted, and to undertake and complete the Project. (3) The proceedings of the Governmental Agency's governing body authorizing the Governmental Agency to undertake and complete the Project were duly and lawfully adopted and approved in accordance with Resolution Nos. D-1176-09-10, D-1184-02-11 and D-1185-03- 11 and applicable Colorado law at meetings duly called pursuant to necessary public notice and held in accordance with applicable Colorado law at which quorums were present and acting throughout and were published in accordance with applicable Colorado law; and the Loan Documents constitute the legal, valid, and binding obligations of the Governmental Agency enforceable in accordance with their respective terms; subject, however, to the effect of, and to