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SPENCER FANE <br /> BRITT & BROWNE L L P <br /> Attorneys&Counselors at Law <br /> State of Colorado <br /> April 23, 2015 <br /> Page 2 <br /> 4. The Contract will be valid and binding against the Borrower if entered into by the <br /> CWCB; subject, however, to the effect of, and to restrictions and limitations imposed by, or <br /> resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment, or similar <br /> laws affecting creditor's rights generally (creditor's rights limitations), heretofore or hereafter <br /> enacted. <br /> 5. Based on the Parity Certificate of Holscher, Mayberry & Company, LLC, <br /> Certified Public Accountants, dated April 16, 2015, revenues of the Borrower, as reflected in the <br /> water enterprise fund (which fund accounts for the financial activities of the Borrower) are <br /> sufficient to enable the Borrower to execute the Promissory Note under the Loan Contract. <br /> 6. The Enterprise is a government-owned business authorized to issue its own <br /> revenue bonds and receives less than 10% of annual revenue in grants from all Colorado state <br /> and license governments combined within the meaning of Article X, Section 20 of the Colorado <br /> Constitution. <br /> This opinion is rendered on the basis of the law of the State of Colorado as enacted and <br /> construed on the date hereof. We express no opinion as to any matter not set forth in the <br /> numbered paragraphs herein. <br /> SPENCER FANE BRITT & BROWNE LLP <br /> (x- 1,„ " Lt-1° <br /> Denver 1237272.1 <br />