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<br />certifications of public officials furnished to us, without undertaking to verifY the same <br />by independent investigation. <br /> <br />Based upon the foregoing, we are of the opinion that: <br /> <br />1. The Enterprise has full legal right and authority to execute Loan Contract <br />Amendment One subject, however, to the effect of, and to restrictions and <br />limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, <br />reorganization, debt adjustment or other similar laws affecting creditors' <br />rights generally, heretofore or hereafter enacted. <br /> <br />2. The governing body of the Enterprise will duly execute the Amendment with <br />Officers of the Enterprise who are duly elected or appointed and authorized to <br />execute the contract to bind the borrower executing the Amendment. <br /> <br />3. The ordinances ofthe municipality authorizing the execution and deliver of <br />the Amendment were duly adopted by the governing bodies ofthe Town of <br />Monument. <br /> <br />4. There are no provisions of the Colorado Constitution, or any state or local law <br />that prevent the Amendment from binding the Borrower. <br /> <br />5. The Amendment will be valid and binding against the Borrower if executed <br />by the CWCB, subject, however, to the effect of, and to restrictions and <br />limitations imposed by or resulting from bankruptcy, insolvency, moratorium, <br />reorganization, debt adjustment or other similar laws affecting creditors' <br />rights generally, heretofore or hereafter enacted. <br /> <br />This opinion is rendered as ofthis date, and is rendered on the basis of the laws of <br />the State of Colorado as enacted and construed on the date hereof. We take no <br />responsibility to update this opinion for any change in law or circumstance that occurs <br />after this date. Also, we express no opinion as to any matter not set forth above. This <br />opinion is rendered solely for your use and may not be relied upon by any other person <br />for any other purpose without our prior written consent. <br /> <br />Very truly yours, <br /> <br />