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Colorado Water Conservation Board <br /> Page 3 <br /> September 5 , 2018 <br /> (5) To the best of our knowledge, after such investigation as we have deemed <br /> appropriate, the authorization, execution and delivery of the Loan Documents by the <br /> Conservancy District, the observation and performance by the Conservancy District <br /> of its duties, covenants, obligations and agreements thereunder and the <br /> consummation of the transactions contemplated therein and the undertaking and <br /> completion of the Project do not and will not contravene any existing law or any <br /> existing order, injunction, judgment, decree, rule or regulation of any court or <br /> governmental or administrative agency, authority or person having jurisdiction over <br /> the Conservancy District or its property or assets or result in a breach or violation of <br /> any of the terms and provisions of, or constitute a default under, any existing bond <br /> resolution, trust agreement, indenture, mortgage, deed of trust, ordinance, order, or <br /> other agreement to which the Conservancy District is a party or by which it, or its <br /> property or assets is bound. <br /> (6) To the best of our knowledge, after such investigation as we have deemed <br /> appropriate, all approvals, consents or authorizations of, or registrations of or filings <br /> with, any governmental or public agency, authority or person required to date on the <br /> part of the Conservancy District in connection with the authorization, execution, <br /> delivery and performance of the Loan Documents and the undertaking and comple- <br /> tion of the Project, other than licenses and permits relating to the construction and <br /> acquisition of the Project which we expect the Conservancy District to receive in the <br /> ordinary course of business, have been obtained or made. <br /> (7) The Loan Documents have been executed by the officers of the Conservancy <br /> District and are valid and binding obligations of the Conservancy District, subject to <br /> final approval by CWCB, subject only to the provisions of Federal Law and the laws <br /> of the State of Colorado relating to bankruptcy, debtor and creditor transactions and <br /> the police powers. <br /> This opinion is rendered on the basis of Federal law and the laws of the State of <br /> Colorado as enacted and construed on the date hereof. We express no opinion as <br /> to any matter not set forth in the numbered paragraphs herein. <br /> Very truly , .urs, <br /> . B.I. k 1- <br /> For the Firm <br /> WDL/key <br />