PROJC01680 - Laserfiche WebLink

Home Browse Search

Colorado Water Conservation Board Department of Natural Resources March 6, 2003 Page 2 reliance and that during the course of our representation of the Company no information has come to our attention which would give actual knowledge of the falsity of such represented facts to the attorneys in this firm who have assisted in the preparation ofthis opinion letter, and that although nothing has so come to our attention we have not undertaken any independent review or investigation to determine the existence or absence of such facts, ASSUMPTIONS For purposes of this opinion, and with your permission, we have assumed the following without independent verification: ' (i) the due authorization, execution and delivery of the Contract by the Lender and the due authorization of persons acting on the Lender's behalf to so act and that value shall have been received by the Company in consideration for its execution, delivery and performance of the Contract; (ii) the legal capacity of the individuals, and except with respect to the Company, the capacity of individuals representing themselves as an agent to act on behalf of their principals; and (iii) good faith and absence of notice of adverse claims by all parties to the Contract. Except as may be expressly provided otherwise herein, this opinion is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the American Bar Association Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, and this opinion letter should be read in conjunction therewith. OPINION We have examined the law of those jurisdictions noted below in our consideration of the opinions expressed below. Our examination has been limited to only current laws of general applicabili1y, excluding local laws and regulations, and laws orregulations not published in a manner generally available to practicing attorneys. Based solely on the foregoing and subject to the exceptions, qualifications, limitations and assumptions set forth in this letter, we are of the opinion that: I. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the of the State of Colorado.