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Colorado Water Conservation Board <br /> Town of Wiggins, Colorado <br /> July 14, 2017 <br /> Page 2 <br /> Code in order to create a lien on the Pledged Revenues, and all actions have been taken as <br /> required by Section 11-57-208, Colorado Revised Statutes. <br /> 3. The Loan Documents have been duly authorized, executed and delivered <br /> by authorized officers of the Borrower and, assuming in the case of the Loan Contract and the <br /> Security Agreement that the CWCB has all the requisite power and authority to authorize, execute <br /> and deliver, and has duly authorized, executed and delivered the Loan Contract and the Security <br /> Agreement, the Loan Documents constitute legal, valid and binding obligations of the Borrower <br /> enforceable in accordance with their respective terms. <br /> 4. There are no provisions of the Colorado Constitution or any other state or <br /> applicable and binding local law that prevent the Loan Documents from binding the Borrower;the <br /> execution and delivery of the Loan Documents are not subject to the limitations of Article X, <br /> Section 20 of the Colorado Constitution ("TABOR") because the Borrower constitutes an <br /> enterprise under TABOR as of the date hereof. The performance of the obligations of the <br /> Borrower under the Loan Documents is not subject to the limitations of TABOR as long as the <br /> Borrower continues to qualify as an enterprise under TABOR. If the Borrower ceases to qualify <br /> as an enterprise under TABOR, the Loan Documents will continue to constitute legal, valid and <br /> binding obligations of the Borrower enforceable in accordance with their respective terms subject <br /> to the revenue and spending limitations of TABOR; provided, however, that if the Borrower at <br /> any time ceases to qualify as an enterprise under TABOR, (a) the Borrower may [continue to] <br /> impose any increased fees, rates and charges of the water system without voter approval; (b) all <br /> revenues of the Borrower used to pay Loan Payments are to be included in the Town fiscal year <br /> spending limit under Section 7(d) of TABOR, except that creation of bonded debt increases fiscal <br /> year spending by the amount of debt service so funded and debt service changes and reductions <br /> are exceptions to, and not part of, the Town revenue and spending base and limits; and (c) if the <br /> Town is required to reduce spending in order to comply with its fiscal year spending limit under <br /> Section 7(b) of TABOR, the Town will first be required to reduce spending for purposes for <br /> which it does not have an obligation under law or by contract prior to reducing spending required <br /> to comply with the other covenants contained in the Loan Documents. <br /> The opinions expressed in this opinion letter are subject to the following: <br /> The obligations of the Borrower pursuant to the Loan Documents are limited by <br /> bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' <br /> rights generally, and by equitable principles,whether considered at law or in equity. <br /> We are opining only upon those matters set forth herein, and we are not passing <br /> upon any federal or state tax consequences arising from the receipt or accrual of interest on or the <br /> ownership or disposition of the Loan Documents. <br />