C150353 Contract Amendmnet No 1 AOL and BOL

Home Browse Search

KUTAK ROCK LLP June 29, 2017 Page 2 verify the same by independent investigation. We have assumed the due authorization, execution and delivery of the Loan Contract Amendment by, and the enforceability of the Loan Contract Amendment against,the CWCB. Based upon the foregoing, we are of the opinion, under existing law and as of the date hereof,that: (a) there are no provisions in the Colorado Constitution or any other State or local law applicable to the Authority that prevent the Loan Contract Amendment from binding the Authority; (b) the Loan Contract Amendment will be valid and binding against the Authority if entered into by the CWCB. We note that pledged for repayment of the loan are solely those revenues defined as the "Pledge Revenues" in the Original Loan Contract and the "Net Revenue" in the Original Loan Resolution, all as more particularly set forth in the Original Loan Contract and the Original Loan Resolution, as amended by the Loan Contract Amendment and the Amendment Resolution, respectively. The rights of the CWCB under the Loan Contract Amendment and the enforceability of the Loan Contract Amendment may be limited by the effect of, and by restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors' rights generally heretofore or hereafter enacted or other laws,judicial decisions, and principles of equity relating to the enforcement of contractual obligations generally, and are further subject as to enforceability to judicial discretion, to the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State, and to the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. We express no opinion herein as to any matter not specifically set forth above. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. 4811-6362-6059.1