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Colorado Water Resources and
<br /> Power Development Authority
<br /> May 20,2011
<br /> Page 3 of 4
<br /> restrictions and limitations imposed by, or resulting from, Creditor's Rights Limitations or other
<br /> laws, judicial decisions, and principles of equity relating to the enforcement of contractual
<br /> obligations generally, provided that no opinion is expressed herein regarding the validity or
<br /> enforceability of Section 3.05 of the Loan Agreement or any other provision thereof that purports
<br /> to require the Governmental Agency to indemnify or hold any party harmless.
<br /> (4) The proceedings of the Governmental Agency's governing body approving the Loan
<br /> Documents and authorizing their execution, issuance and delivery on behalf of the Governmental
<br /> Agency have been duly and lawfully adopted and approved in accordance with Resolution Nos.
<br /> D-1184-02-11 and D-1185-03-11, and applicable Colorado law, at meetings duly called pursuant
<br /> to necessary public notice and held in accordance with applicable Colorado law, and at which
<br /> quorums were present and acting throughout and were published in accordance with applicable
<br /> Colorado law.
<br /> (5) To the best of our knowledge, after such investigation as we have deemed
<br /> appropriate, the authorization, execution and delivery of the Loan Documents by the
<br /> Governmental Agency, the observation and performance by the Governmental Agency of its
<br /> duties, covenants, obligations, and agreements thereunder, and the consummation of the
<br /> transactions contemplated therein, and the undertaking and completion of the Project, do not and
<br /> will not contravene any existing law or any existing order, injunction,judgment, decree, rule, or
<br /> regulation of any court or governmental or administrative agency, authority, or person having
<br /> jurisdiction over the Governmental Agency or its property or assets, or result in a breach or
<br /> violation of any of the terms and provisions of, or constitute a default under, any existing bond
<br /> resolution, trust agreement, indenture, mortgage, deed of trust, ordinance, order, or other
<br /> agreement to which the Governmental Agency is a party or by which it, the System, or its
<br /> property or assets is bound.
<br /> (6) To the best of our knowledge, after such investigation as we have deemed
<br /> appropriate, all approvals, consents or authorizations of, or registrations of or filings with, any
<br /> governmental or public agency, authority or person required to date on the part of the
<br /> Governmental Agency in connection with the authorization, execution, delivery, and
<br /> performance of the Loan Documents and the undertaking and completion of the Project, other
<br /> than licenses and permits relating to the construction and acquisition of the Project which we
<br /> expect the Governmental Agency to receive in the ordinary course of business, have been
<br /> obtained or made.
<br /> (7) To the best of our knowledge, after such investigation as we have deemed
<br /> appropriate, there is no litigation or other proceeding pending or threatened in any court or other
<br /> tribunal of competent jurisdiction (either State or Federal) questioning the creation, organization
<br /> or existence of the Governmental Agency or the validity, legality or enforceability of the Loan
<br /> Documents or the undertaking or completion of the Project, except as disclosed in writing to the
<br /> Authority, which if adversely determined, could (i) materially adversely affect (a) the financial
<br /> position of the Governmental Agency, (b)the ability of the Governmental Agency to perform its
<br /> obligations under the Loan Documents, (c) the security for the Loan Documents, or (d) the
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