CT2015-164 Amend1 Attorney Opinion Letter

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Colorado Water Conservation Board The Department of Natural Resources August 12, 2015 Page 5 4. Wayne Harding is the Chief Financial Officer of TRF F-2 and has full power and authority to execute, deliver and perform its obligations under the Loan Documents on behalf of TRF F-2. 5. The Loan Modification Documents are enforceable in accordance with their respective terms, except as limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity; (b)judicial, public policy and equitable principle limitations upon the enforcement of certain remedies, including those that a court of equity may in its discretion decline to enforce; (c) limitations on enforcement of remedies provided under the laws of the State of Colorado regarding mortgage and deed of trust foreclosures; (d) the rights of the United States under the Federal Tax Lien Act of 1996, as amended; and (e) limitations on enforcement of remedies by secured parties under the Uniform Commercial Code as adopted in the State of Colorado (the "Colorado UCC"); provided, however, that the foregoing limitations will not, in our opinion, affect the general validity of the Loan Modification Documents, or the practical realization by Lender of the benefits provided by the Loan Modification Documents. The enforceability of the Loan Modification Documents may be further limited to the extent Lender does not act in good faith, or with fair dealing, diligence and reasonableness, whether such limitations are grounded in equitable principles, or otherwise. D. Reservations, Qualifications, and Comments. The opinions expressed above are subject to and qualified by the following: A. We express no opinion as to the power and/or authority of Borrowers, nor the compliance by Borrowers, under federal or state laws, applicable to Borrowers execution and delivery of the Loan Documents and/or Loan Modification Documents and consummation of the transactions contemplated thereunder; B. We express no opinion as to the power and/or authority of Lender, nor the compliance by Lender, under federal or state laws, applicable to Lender's execution and delivery of the Loan Documents and/or Loan Modification Documents and consummation of the transactions contemplated thereunder; C. We are admitted to practice in the State of Colorado and in rendering the foregoing opinions, notwithstanding any language therein that may be interpreted to the contrary, we express no opinion as to (i) the laws of any state or jurisdiction other than the State of Colorado and of the United States of America in effect on the date hereof as they presently apply and with respect to our opinion on enforceability we have assumed that all Loan Documents and Loan Modification Documents and the enforcement of the remedies described therein would be determined by a Colorado court applying the laws of the State of Colorado (without regard to its conflicts of law principles); and (ii) any matters pertaining or relating to the securities laws and tax laws of the United States, the State of Colorado, or any other state;