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<br />Colorado Water Conservation Board <br />Department of Natural Resources <br />March 6, 2003 <br />Page 3 <br /> <br />2. The Company has the requisite power and authority to execute and deliver the <br />Contract and to perform its obligations thereunder. <br /> <br />3. The managers of the Company are Larry E. Seitz, James T. Martin and MJ. Gertsch <br />and as the managers they are authorized to execute and deliver the Contract on behalf <br />of the Company. <br /> <br />4. Upon the execution and delivery of the Contract by the Managers, the Contract will <br />be valid, binding and enforceable against the Company, subject to the qualifications <br />noted hereafter. <br /> <br />5. The Resolutions of the Company authorizing the execution and delivery of the <br />Contract were duly adopted by the Company's managers. <br /> <br />6. The execution, delivery and performance by the Company of the Contract will not: <br />(a) contravene any law, rule or regulation applicable to the Company, or (b) conflict <br />with the inconsistent with or result in any breach of any term or provision of the <br />Company's operating agreement. <br /> <br />OUALlFICA nONS <br /> <br />The foregoing opinion is subject to the following qualifications: <br /> <br />a. We are licensed to practice law within the State of Wyoming, and none ofthe <br />members of this finn are currently licensed to practice law within the State of Colorado. We <br />have nevertheless attempted to examine those provisions of Colorado law that we thought <br />would be applicable to the above opinion, including, but not limited to, the provisions of the <br />Colorado Limited Liability Company Act, Colo. Rev. Stat. S7-80-101 et seq. The above <br />opinions are expressed as if Wyoming law were to be applied to the Company and to the <br />documents we have reviewed; based upon our review of Colorado law and our knowledge <br />of Wyoming law, we have no reason to believe that the laws of Colorado and the laws of <br />Wyoming differ in any material respect wi1h regard to the Company or the Contract. <br /> <br />b. Your rights and remedies, and the validity, binding nature, and enforceability <br />of the Loan may be limited or otherwise affected by general principles of equity (regardless <br />of whether enforceability is considered in a proceeding in law or at equity). Equitable <br />remedies may be granted or denied by a court having equitable powers in its discretion and <br />you may be denied a particular remedy by a court in furtherance of general equitable <br />principles. Without limiting the generality of this observation, we note that Colorado courts <br />have in the past denied enforcement of various contractual provisions in furtherance of <br />equitable principles involving a duty of good faith and fair dealing, honesty and <br />