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.- . . ALPERSTEIN & COVELL, Pc. ATTORNEYS AT LAW Colorado Department of Natural Resources December 9, 1998 Page 2 Based upon the foregoing, I am of the opinion that: 1. The Town possesses full legal right and authority to execute the Loan Contract and to observe and perform the 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 (Creditor's Rights Limitations) heretofore or hereafter enacted. 2. The ordinances, resolutions and other actions of the Town's governing members approving the Loan Contract and authorizing its execution, issuance and delivery on behalf of the Town, and authorizing the Town to undertake and complete the Project, have been duly and lawfully adopted and authorized in accordance with applicable Colorado law (hereinafter collectively called the "Authorizing Resolutions") at a meeting or meetings which were duly called pursuant to necessary public notice and held in accordance with applicable Colorado law, and at which quorums were present and acting throughout. 3. To the best of my knowledge and after such investigation as I have deemed appropriate, the authorization, execution and delivery of the Loan Contract by the Town, the observation and performance by the Town of its duties, covenants, obligations and agreements thereunder and the consummation ofthe transactions contemplated therein, and the undertaking and completion of Project, do not and will not contravene any existing law or any existing order, injunction, judgment, decree, rule or regulation of any court or governmental or administrative agency, authority or person having jurisdiction over the Town or its property or assets, or result in a breach or violation of any ofthe terms and provisions of, or constitute a default under, any existing bond resolution, trust agreement, indenture, mortgage, deed oftrust or other agreement to which the Town is a party, or by which it or its property or assets are bound. 4. To the best of my knowledge and after such investigation as I have deemed appropriate, all approvals, consents or authorizations of, or registrations of or filings with, any governmental or public agency, authority or person required to date on the part of the Town in connection with the authorization, execution, delivery and performance ofthe Loan Contract (other than authorizations, licenses and permits relating to the siting, construction and acquisition of the