CT2018-1616 Amendment No. 1 BOL - Laserfiche WebLink

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KUTAKROCK Colorado Water Conservation Board Department of Natural Resources June 21, 2018 Page 2 certified proceedings of the Borrower and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. We have assumed the due authorization, execution and delivery of the Amendment by, and the enforceability of the Amendment against, the CWCB. Based upon the foregoing and subject to our reliance on the opinion of Norton & Smith, P.C., General Counsel to the Borrower, with respect to the opinions in paragraphs numbered (1) and (2) below, a copy of which opinion is attached hereto (the "General Counsel Opinion"), we are of the opinion, under existing law and as of the date hereof, that: (1) In reliance upon the General Counsel Opinion, the Amendment has been duly executed by officers of the Borrower who are authorized to execute the Amendment and to bind the Borrower. (2) In reliance upon the General Counsel Opinion, the Amendment Resolution of the Borrower authorizing the execution and delivery of the Amendment was duly adopted by the governing body of the Borrower. (3) There are no provisions in the Colorado Constitution or any other State or local law applicable to the Borrower that prevents the Amendment from binding the Borrower. (4) The Amendment will be valid and binding against the Borrower if entered into by the CWCB. The rights of the CWCB under the Amendment and the enforceability of the 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 4821-1667-5432.1