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Sherman & Howard L.L.C. Colorado Water Conservation Board April 16, 2002 Page 2 and made such investigation oflaw as in our judgment we have deemed necessary or appropriate to enable us to render the opinions expressed below. Based upon the foregoing, we are of the opinion that: 1. The City has full legal right and authority to execute the Loan Documents and to observe and perform its duties, covenants, obligations and agreements thereunder; subject, however, to the effect of, restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors' rights generally heretofore or hereafter enacted ("Creditor's Rights Limitations"). 2. The Loan Documents have been duly authorized, executed and delivered by the authorized officers ofthe City; and, assuming in the case ofthe Loan Amendment, that CWCB has all the requisite power and authority to authorize, execute and deliver, and has duly authorized, executed and delivered the Loan Amendment, the Loan Documents constitute the legal, valid and binding obligations of the City enforceable in accordance with their respective terms; subject, however, to the effect of, and to restrictions and limitations imposed by or resulting from Creditor's Rights Limitations or other laws, judicial decisions and principles of equity relating to the enforcement of contractual obligations generally. We express no opinion as to the validity or enforceability of the indemnification provisions contained in the Loan Documents. The obligations of the City are subject to the reasonable exercise in the future by the State of Colorado and its governmental bodies ofthe police power inherent in the sovereignty ofthe State and to the exercise by the United States of the powers delegated to it by the Federal Constitution. This opinion is rendered on the basis the laws of the State of Colorado as enacted and construed on the date hereof. We express no opinion as to any matter not set forth in the numbered paragraphs herein. As bond counsel, we are representing the City and delivery of this opinion does not establish an attorney-client relationship between you and us. J;r::::_m~ed'(--Awcvd {J... 0.