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<br />Colorado Water Conservation Board <br />Department of Natural Resources <br />March 6, 2003 <br />Page 4 <br /> <br />reasonableness, unconscionability, materiality, commercial impracticability, and other factual <br />circumstances leading a court to find enforcement to be inequitable. In addition, the priority <br />of security interests may be adjusted by a court in furtherance of general equitable principles. <br /> <br />c, The opinions expressed herein are strictly limited to the matters stated herein <br />and no other opinions may be implied, Without limiting the generality ofthe foregoing, we <br />specifically advise that we express no opinion as to: <br /> <br />(I) Title to any property of the Company; <br /> <br />(2) The existence of any liens or encumbrances upon the assets which the <br />Company may own other than liens created by the Loan documents; <br /> <br />(3) The accuracy of any description of assets, property or collateral used <br />in connection with the Loan; and <br /> <br />(4) Whether the assets described in the Loan documents are those which <br />the Lender intends to encumber. <br /> <br />d. We have prepared this opinion letter for you in your capacity as Lender, and <br />it shall not be relied upon by any other party without our permission. <br /> <br />The opinions expressed above are rendered as of the date of this letter. We expressly <br />disclaim any obligation to update this letter or otherwise to advise you or any such successor, <br />assignee or participant of any matters (including, but not limited to, any subsequently enacted, <br />publish.ed or reported laws, rules, regulations or judicial decisions having retroactive effect) wh.ich <br />may come to our attention after the date of this letter and which atTect any of the opinions expressed <br />in this letter. <br /> <br />Very truly yours, <br /> <br />THOMAS N. LONG, P.C. <br /> <br />TNL:as <br /> <br />7TI::;~:O:G/7-<7 <br />