Laserfiche WebLink
<br />February 25,2001 <br />Page 2 <br /> <br />. <br /> <br />. <br /> <br />In rendering our opinion, we have assumed the following: <br /> <br />(i) the authenticity of all documents submitted to us as originals; <br /> <br />(ii) the conformity of any documents submitted to us as copies to their respective authentic <br />originals; <br /> <br />(iii) the authenticity of all signatures; <br /> <br />(iv) the power and authority of the Company to execute and deliver, and the due <br />authorization, execution and delivery by the Company of all documents, instruments and <br />agreements to which the Company is a party; <br /> <br />(v) that the Company is the owner of any collateral described in the Loan Documents; <br /> <br />(vi) the Lender has advanced funds or otherwise given "value" to the Company within the <br />meaning of Section 9-203 of the Uniform Commercial Code, as enacted in the State of <br />Colorado; <br /> <br />(vii) that the transactions contemplated by the Loan Documents do not involve fraud or <br />material misrepresentation by any party; <br /> <br />(viii) that the parties to the Loan Documents will not act arbitrarily, capriciously, or <br />unreasonably in exercising any rights or remedies under the Loan Documents; <br /> <br />(ix) that there are no agreements, understandings or negotiations among the parties to the <br />Loan Documents that would modifY the terms thereof or the respective rights or <br />obligations ofthe parties thereunder; and <br /> <br />(x) The Company's Articles state in Article III that the Company's term of existence shall be <br />20 years, However, a computer check on Westlaw shows the Company's status as "up to <br />date." Therefore, it is assumed the Company's existence is perpetual and that it is in <br />good standing, <br /> <br />Other than reviewing the attached documents, in rendering our opmlOn, we have made no <br />independent investigation as to any matter of fact in any opinion contained herein, nor have we <br />independently verified any information obtained from the officers of the Company as set forth <br />herein. As to such matters of fact, we have relied upon, as to factual matters, the warranties, <br />representations, statements, opinions and recitals contained in the Loan Documents, without <br />making any investigation thereof. <br /> <br />In addition, we have not undertaken any special or independent investigation to determine the <br />accuracy of any statement or opinion contained in any of the certificates, resolutions or <br />Steamboat Documents, and any limited inquiry undertaken by us during the preparation of this <br />opinion letter should not be regarded as such an investigation; and no inference as to our <br />