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<br />. <br /> <br />. <br /> <br />Colorado Water Conservation Board <br />July 18, 1997 <br />Page 3 <br /> <br />(f) We have not undertaken any independent review of federal or state taxation, <br />securities or so-called "blue sky" laws or issues; accordingly, we render no opinion <br />with respect to any of the foregoing. <br /> <br />(g) We express no opinion as to the enforceability of any provisions (or any provision <br />relating to such provision) of the Loan Contract which (i) purports to waive or limit <br />the right to assert any claims, defenses, charges, or set-offs which the District may <br />have at law or in equity, (ii) provides that waivers, consents, amendments or <br />modifications must be in writing, or (iii) provides that certain action or inaction by <br />the Board will not constitute a waiver; provided, however, that the foregoing <br />limitations should not atfect the validity of the Loan Contract. <br /> <br />(h) For purposes of this opinion, we have assumed that the Loan Contract has been duly <br />authorized, delivered and executed on behalf of the Board, constitute the Board's <br />legal, valid and binding obligations within the Board's authority; that the Board has <br />taken all necessary acts to make and enter into the Loan Contract; that the Loan <br />Contract will be binding upon and legally enforceable against Board; that the Board <br />will enforce the Loan Contract in circumstances and in a manner which are <br />reasonable; and that all terms, provisions and conditions relating to the relationship <br />between the Board and the District is reflected completely and correctly in the Loan <br />Contract. <br /> <br />This letter of opinion is intended solely for the reliance of the persons and/or entities to <br />whom or which it is addressed and no other persons or entitles shall be entitled to rely <br />hereupon. <br /> <br />Very truly yours, <br /> <br /> <br />K & COE, LLP <br />