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<br />. <br /> <br />. <br /> <br />have relied as to matters of fact upon certificates delivered by the City and the Enterprise in <br />connection with the execution and delivery ofthe Contract and the Promissory Note. <br />Based upon the foregoing, it is our opinion that: <br /> <br />1. The ordinances of the City and the Enterprise authorizing the execution and <br />delivery of the Contract and the ordinance ofthe Enterprise authorizing the execution and <br />delivery of the Contract and the Promissory Note have been duly adopted by the governing <br />bodies ofthe City and the Enterprise. <br /> <br />2. The Contract has been duly executed by the officers ofthe City, and the <br />Contract and the Promissory Note have been duly executed by officers ofthe Enterprise, who are <br />duly elected or appointed and are authorized to execute the Contract and the Promissory Note <br />and to bind the City and the Enterprise to perform their respective obligations thereunder. <br /> <br />3. The City is authorized to execute and deliver the Contract without voter <br />approval in advance, as the Contract is not a "multiple-fiscal year direct or indirect debt or other <br />financial obligation" of the City; and the Enterprise is authorized to execute and deliver the <br />Contract and the Promissory Note without voter approval in advance, as the Contract and the <br />Promissory Note are revenue bonds issued by an "enterprise" as defined in art. X, 920(2)(d) of <br />the Colorado Constitution. <br /> <br />4. There are no provisions ofthe Constitution or laws of the State of Colorado or <br />the home rule charter of the City or the ordinances or resolutions of the City that prevent the <br />Contract from being a valid and legally binding obligation of the City and the Contract and the <br />Promissory Note from being valid and legally binding obligations ofthe Enterprise in accordance <br />with their respective terms. <br /> <br />5. Assuming due authorization, execution and delivery ofthe Contract by the <br />State of Colorado for the use and benefit ofthe Department of Natural Resources, Colorado <br />Water Conservation Board, and assuming payment of the consideration for the Contract and the <br />Promissory Note, the Contract is enforceable against the City, and the Contract and the <br />Promissory Note are enforceable against the Enterprise, in accordance with their respective <br />terms, except to the extent such enforcement is limited by the bankruptcy laws of the United <br />States of America, by the reasonable exercise ofthe sovereign police power of the State of <br />Colorado and by the powers delegated to the United States of America by the federal <br />Constitution and except that no opinion is expressed herein regarding the enforceability ofthe <br />remedy of acceleration as provided in the Contract. <br /> <br />Very truly yours, <br /> <br />(3", r?/c ..(~ ~"t ~ ~ <br /> <br />2 <br />