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(a) The Amended Loan Contract has been duly executed by officers of the Authority who <br /> are duly appointed and are authorized to execute the Amended Loan Contract and to <br /> bind the Authority; and <br /> (b) The Resolution of the Authority authorizing the execution and delivery of the Amended <br /> 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 hereafter <br /> enacted or other laws, judicial decisions, and principles of equity relating to the enforcement of <br /> contractual obligations generally, and are further subject as to enforceability to judicial <br /> discretion, to the exercise by the State and its governmental bodies of the police power inherent <br /> in the sovereignty of the State, and to the exercise by the United States of America of the <br /> powers delegated to it by the Constitution of the United States of America. <br /> This opinion is rendered on the basis of Federal law and the laws of the State of Colorado as <br /> enacted and construed on the date hereof. I express no opinion as to any matter not set forth <br /> in the lettered paragraphs herein. This opinion is given as of the date hereof and I assume no <br /> obligation to update, revise or supplement this opinion to reflect any facts or circumstances that <br /> may hereafter come to my 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 Amended Loan Contract. This opinion may not be relied upon <br /> for any other purpose or by any person other than the addressee. <br /> 7 <br /> e Trul ours, <br /> a IA- <br /> Gr-:.ry A. White <br /> G :ral Counsel to the Authority <br /> GAW/Idr <br /> Cc: Stan Meyers, Authority Manager <br /> Kim Casey Reed, Bond Counsel <br /> Boxelder Authority Board <br />