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Based upon the foregoing, I am of the opinion, under existing law and as of the date <br /> hereof, that: <br /> (a) The Amended Loan Contract has been duly executed by officers of the Authority <br /> who are duly appointed and are authorized to execute the Amended Loan Contract <br /> and to bind the Authority; and <br /> (b) The Resolution of the Authority authorizing the execution and delivery of the <br /> Amended Loan Contract was duly adopted by the governing body of the Authority. <br /> The rights of the CWCB under the Amended Loan Contract and the enforceability of the <br /> Amended Loan Contract may be limited by the effect of, and by restrictions and limitations <br /> imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization, debt <br /> adjustment or other similar laws affecting creditors' rights generally heretofore or <br /> hereafter enacted or other laws, judicial decisions, and principles of equity relating to the <br /> enforcement of contractual obligations generally, and are further subject as to <br /> enforceability to judicial discretion, to the exercise by the State and its governmental <br /> bodies of the police power inherent in the sovereignty of the State, and to the exercise by <br /> the United States of America of the powers delegated to it by the Constitution of the United <br /> States of America. <br /> This opinion is rendered on the basis of Federal law and the laws of the State of Colorado <br /> as enacted and construed on the date hereof. I express no opinion as to any matter not <br /> set forth in the lettered paragraphs herein. This opinion is given as of the date hereof and <br /> I assume no obligation to update, revise or supplement this opinion to reflect any facts or <br /> circumstances that may hereafter come to my attention or any changes in law that may <br /> hereafter occur. <br /> This opinion may be relied upon solely by the addressee hereto in connection with the <br /> execution and delivery of the Amended Loan Contract. This opinion may not be relied <br /> upon for any other purpose or by an i erson other than the addressee. <br /> e Truly ours, <br /> Gr_:•ry A. White <br /> G : ral Counsel to the Authority <br /> GAW/Idr <br /> Cc: Stan Meyers, A,thority Ma .• -r <br /> Kim Casey Re- :, Bond Counsel <br /> Boxelder Authority Board <br />