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<br />. <br /> <br />. <br /> <br />instruments, and made such investigation of law as in our judgment we have deemed necessary <br />or appropriate to enable us to render the opiI1ions expressed below. <br /> <br />Based upon the foregoing, we are of the opinion that: <br /> <br />1. The Loan Agreement was duly executed by officers of the Town who are duly <br />elected or appointed and are authorized to execute the Loan Agreement and to bind the Town; <br /> <br />2. The Town's November 7, 199.5, election was duly conducted in compliance with <br />the Colorado Constitution and statutes; <br /> <br />3. The ordinances of the Town authorizing execution and delivery of the Loan <br />Agreement were duly adopted by the Town's Board of Trustees; <br /> <br />4. To the best of our knowledge, after such investigation as we have deemed <br />appropriate, there are no provisions of the Colorado Constitution or any other slate of local law <br />that prevent the Loan Agreement from binding the Town; <br /> <br />5. To the best of our knowledge, after such investigation as we have deemed <br />appropriate, the Loan Agreement will be valid and binding against the Town if entered into by <br />the State of Colorado, except to the extent limited by applicable laws, rulings, and decisions <br />affecting remedies and by bankruptcy, reorganization or other laws affecting the enforcement <br />of creditors' rights generally. <br /> <br />This opinion is expressly limited to the: matters stated as of the date hereof and may be <br />relied upon only by the addressee hereof. <br /> <br />GORSUCH KIRGIS L.L.c. <br /> <br /> <br />rrr <br /> <br />Lc c:. <br /> <br />RCW\53976\164758.! <br />