attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate. Except as otherwise may be stated in this letter, we have undertaken no independent investigation or verification of such matters.
As to various factual matters that are material to the opinions and confirmations set forth herein, we have relied on the representations and warranties of the parties to the Documents and our review of the Articles of Incorporation, Articles of Organization,By-Laws and Operating Agreement (“Organizational Documents”), as applicable to the various Colorado Guarantors, from the Colorado Secretary of State. We have not independently verified, nor do we assume any responsibility for the factual accuracy or completeness of, any such representations, warranties, statements or certifications, and no inference as to our knowledge of the existence or absence of facts should be drawn from us serving as counsel to the Colorado Guarantors in connection with this transaction or in connection with other legal matters. To the best of our knowledge, however, we have not become aware of any factual inaccuracy or incompleteness in any such representations, warranties, statements or certifications.
In addition, we have assumed, without independent investigation the following:
(a) The genuineness of all signatures on the documents reviewed by us, the legal capacity of natural persons, the conformity to the originals of all documents submitted to us as copies thereof, and the authenticity of all documents submitted to us as original documents;
(b) The due authorization, execution and delivery of the Documents by all parties thereto (other than the Colorado Guarantors);
(c) (i) That each of the parties to the Documents (other than the Colorado Guarantors) is duly organized, validly existing and in good standing under the laws of the respective jurisdiction governing its organization, (ii) that each of the parties to the Documents (other than the Colorado Guarantors) has all legal power and authority required to carry on its business as now conducted and to execute, deliver and perform the Documents, and, (iii) that the execution, delivery and performance of the Documents and the consummation of the transactions contemplated thereby does not violate the corporate or other charter documents or bylaws of, or any corporate or banking law pertinent to, or agreement or court order or judgment binding upon, each such party (other than the Colorado Guarantors) thereto;
(d) That any authorizations, approvals or other actions by, and notices to or filings with any court or any federal or other governmental authority (other than of a Colorado governmental authority) necessary for the execution, delivery, effectiveness and performance of the Documents by the parties thereto (or the parties on whose behalf they are acting) have been obtained or made;
(e) That the execution, delivery and performance of the Documents by the parties thereto do not violate any laws or regulations of any governmental authority (other than a Colorado governmental authority);
(f) That each of the applicable Transaction Parties has received consideration for the grant of the Guarantee;
(g) That the New York Documents constitute the legal, valid and binding obligations of the parties thereto under the laws of the State of New York;
(h) That any New York court and any federal court applying New York principles of choice of law in a properly presented case will uphold the choice of New York law to govern the New York Documents;
(i) That the Trustee will enforce its rights and remedies in good faith and in a commercially reasonable manner;
(j) That there are no documents or agreements between or among any of the Transaction Parties on the one part and any Initial Purchaser, noteholder or other signatories on the other part which alter the provisions of the Documents and which would have an effect on the opinions expressed in this opinion letter; and
(k) That the Documents are enforceable against all parties thereto in accordance with their terms;
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