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Colorado Water Conservation Board <br /> July 18, 2016 <br /> Page 2 <br /> 3. There are no provisions in the Colorado Constitution, and no provisio s in <br /> any Colorado statute or the City Charter,that prevent the Loan Contract from binding the Ci . <br /> 4. The City has formed a water activity enterprise pursuant to the provi•ions <br /> of C.R.S. 37-45.1-103, and such water activity enterprise, as of the date hereof, constitut;s an <br /> "enterprise" as defined in Article X, Section 20 of the Colorado Constitution. <br /> The opinions expressed in this opinion letter are subject to the following: <br /> The obligations of the City pursuant to the Loan Contract are subject is the <br /> application of equitable principles, to the reasonable exercise in the future by the Sta le of <br /> Colorado and its governmental bodies of the police power inherent in the sovereignty of the .tate <br /> of Colorado, and to the exercise by the United States of America of the powers delegated to t by <br /> the Federal Constitution, including without limitation, bankruptcy powers. <br /> No opinion is expressed herein regarding the validity or enforceability of Sec ions <br /> B.5 and C.19 of the Loan Contract or any other provision thereof which purports to requir, the <br /> City to indemnify or hold any person harmless. <br /> In this opinion letter issued in our capacity as bond counsel, we are opining only <br /> upon those matters set forth herein, and we are not passing upon the accuracy, adequa•y or <br /> completeness of any statements made in connection with the Loan Contract or upon any fe'eral <br /> or state tax consequences arising from the receipt or accrual of interest on or the ownersh p or <br /> disposition of the Loan Contract. <br /> This opinion letter is issued as of the date hereof and we assume no obligati n to <br /> revise or supplement this opinion letter to reflect any facts or circumstances that may her-after <br /> come to our attention or changes in law that may hereafter occur. <br /> In connection with the execution and delivery of the Loan Contract, we ave <br /> represented the City which is our sole client in this transaction. Delivery of this letter to you <br /> does not establish an attorney-client relationship between the CWCB and this firm. <br /> This opinion letter is furnished to you solely for your information and bene it in <br /> connection with the initial execution and delivery of the Loan Contract and may not be r-lied <br /> upon by you for any other purpose or relied upon by any other person without the prior Bitten <br /> consent of this firm. <br /> Respectfully submitted, <br /> 50('' 0-1e.., sr � . <br />