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. . Colorado Water Conservation Board July 18, 1997 Page 2 (a) The opinions set forth above are qualified to the extent that: (i) the characterization of, and the enforceability of any rights or remedies provided in any agreement or instrument may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, equitable subordination or similar laws and doctrines affecting the rights of creditors generally and general equitable principles; (ii) the availability of specific performance, injunctive relief or any other equitable remedy is subject to the discretion of a court of competent jurisdiction; (iii) the provisions of any document, agreement or instrument that (x) may require the indemnification for liabilities under the provisions of any federal or state securities laws or in respect to the neglect or wrongful conduct of the indemnified party or its representatives or agents, (y) purport to confer, waive or consent to the jurisdiction of any court, or (z) waive any right granted by common or statutory law, may be unenforceable as against public policy; and (iv) any provisions of the Loan Contract granting so-called "self-help" or extrajudicial remedies may not be enforceable. (b) If and to the extent any of the Loan Contract are construed to provide for compounding of interest or interest charged on interest, such provisions may be unenforceable. Accordingly, we express no opinion with respect thereto. (c) We express no opinion with respect to the applicability of the laws of any jurisdiction other than the State of Colorado or governmental subdivisions thereof. Further, this opinion is predicated solely upon applicable facts and circumstances and laws and regulations in existence as of the present date and as they presently apply. (d) Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of particular facts, and no inference as to our knowledge of the existence or absence of particular facts should be drawn from the fact of our representation of the District, or any other party upon whose behalf we are rendering this opinion. (e) For purposes of this opinion, we have assumed the genuineness of all signatures, the legal capacity or competency of all signatories, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as certified, conformed or photostatic copies. In rendering the opinions set forth in this opinion, we have relied, to the extent we believe appropriate, as to matters of fact, (i) upon certificates or statements of public officials and of the officers of our clients; and (ii) upon representations and warranties of District as contained in the Loan Contract and we have made no independent investigation or verification of said facts. No opinion is being expressed as to the effect of any event, fact or circumstance of which we have no actual knowledge.