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KUTAK ROCK LLP <br /> May 1, 2016 <br /> Page 2 <br /> (c) there are no provisions in the Colorado Constitution or any other State or <br /> local law applicable to the City that prevent the Loan Contract from binding the City, <br /> (d) the Loan Contract will be valid and binding against the City if entereinto <br /> by the CWCB; and <br /> (e) the Promissory Note constitutes an irrevocable and first lien upon the Net <br /> Revenue which is on a parity with the lien of Parity Lien Obligations which are currently <br /> outstanding(as such preceding capitalized terms are defined in the Loan Ordinance),I <br /> We note that pledged for repayment of the loan are solely those revenues defined as the <br /> "Pledge Revenues" in the Loan Contract and the "Net Revenue" in the Loan Ordinance, all as <br /> more particularly set forth in the Loan Contract and the Loan Ordinance. <br /> The rights of the CWCB under the Loan Contract and the enforceability of the Loan <br /> Contract may be limited by the effect of, and by restrictions and limitations imposed by or <br /> resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other <br /> similar laws affecting creditors' rights generally heretofore or hereafter enacted or other laws, <br /> judicial decisions, and principles of equity relating to the enforcement of contractual obligations <br /> generally, and are further subject as to enforceability to judicial discretion, to the exercise by the <br /> State and its governmental bodies of the police power inherent in the sovereignty of the State, <br /> and to the exercise by the United States of America of the powers delegated to it by the <br /> Constitution of the United States of America. <br /> We express no opinion herein as to any matter not specifically set forth above. This <br /> opinion is given as of the date hereof and we assume no obligation to update, revise or <br /> supplement this opinion to reflect any facts or circumstances that may hereafter come to our <br /> attention or any changes in law that may hereafter occur. <br /> This opinion may be relied upon solely by the addressee hereto in connection with the <br /> execution and delivery of the Loan Contract. This opinion may not be relied upon for any other <br /> purpose or by any person other than the addressee. <br /> Sincerely, <br /> •.kLL• <br /> 0/ <br /> By: Thomas M. Peltz, Partner <br /> cc: John Sutherland, Jr., <br /> Administrator, City of Lamar <br /> 4816-7128-8626.1 <br />