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February 25,2001 Page 3 . . knowledge of the existence of such facts or circumstances should be drawn merely from our representation ofthe Company. Based upon the foregoing, it is our opinion that the person signing for the Borrower has been duly elected or appointed and has the authority to sign the Contract on behalf of the Company and to bind the Company; if the Company's shareholders and board of directors have validly adopted resolutions approving the Contract; that there are no provisions in the Borrower's -Articles of Incorporation or Bylaws or any state or local law to prevent the Contract from binding the Borrower; that the Contract will be valid and binding against the Borrower if entered into by the State. The opinion is subject to the following: (i) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or equitable principles relating to or affecting the rights of creditors or other obligees generally; (ii) enforceability may be limited by applicable principles of equity, whether such principles are applied by a court of equity or a court of law; and (iii) and enforceability may be limited to the extent the Lender seeks to enforce its remedies or takes action by reason of any unconscionable or inequitable conduct on the Lender's part, or if there are equitable defenses, defenses arising from the Lender's failure to act in accordance with the terms and conditions of the relevant documents, defenses arising as a consequence of the passage of time, or defenses arising as a result of the Lender's failure to act in a reasonable and good faith manner in enforcing remedies. The foregoing opinions are based on, and are limited to, the law ofthe State of Colorado and the relevant law of the United States of America as they presently exist; and we are under no obligation to advise you as to any change that may occur concerning such laws. This opinion is being delivered to you, and is intended solely for your use and reliance, and the use and reliance of your successors and assigns with respect to the Contract, and may not be circulated, quoted or otherwise referred to and may not be delivered to or relied on by any other party in any other transaction, WEISS and VAN SCOYK, LLP cc: Joe Zimmerman (w/o attachments)