Attachment 24 Forms of RTD Legal Opinions

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1 Attachment 24 Forms of RTD Legal Opinions

2 Part A: Form of RTD General Counsel Opinion Denver Transit Partners, LLC c/o Gregory J. Amparano General Manager Denver Transit Holdings, LLC th Street, Suite 1201 North Denver, Colorado Macquarie FasTracks Holdings, LLC Attention: Amanda Reed 125 West 55th Street New York, New York Fluor Enterprises, Inc. Attention: Richard Fierce CC: General Counsel 100 Fluor Daniel Drive C102B Greenville, South Carolina , 2010 [additional Shareholders, if any, at the time of opinion delivery] [ ] [Concessionaire's identified Lenders] Re: Concession and Lease Agreement for the Eagle P-3 Project between the Regional Transportation District and Denver Transit Partners, LLC Ladies and Gentlemen: This opinion letter is delivered in my capacity as general counsel to the Regional Transportation District ("RTD"), a political subdivision of the State of Colorado, in connection with the execution and delivery of the Concession and Lease Agreement for the Eagle P-3 Project dated July 9, 2010 (the "Concession Agreement") between RTD and Denver Transit Partners, LLC ("Concessionaire"). The Concession Agreement is executed pursuant to the RTD Board of Directors Resolution No. 10, Series of 2010 (the "Resolution"). In my capacity as general counsel to RTD I am familiar with the Regional Transportation District Act (C.R.S , et seq.) and instruments relating to the organization of RTD and have reviewed the Resolution, the Concession Agreement and the Third Party Agreements (as defined in the Concession Agreement) referenced therein. I have examined such documents of RTD, and of public officials, as I have deemed relevant and necessary as the basis for the opinions set forth herein. As to various questions of fact material to my opinion, I have examined such law of the State of Colorado and of the United States of America and such other documents and matters to the extent I deemed necessary to render the opinions set forth herein. Page 1

3 I have relied on the representations of the Concessionaire contained in the Concession Agreement. I am licensed to practice law in the State of Colorado and do not purport to be expert in or to express any opinion herein concerning any law other than the laws of the State of Colorado. Based on the foregoing I am of the opinion that: 1. The RTD Board of Directors has all requisite power to execute and deliver, and to otherwise adopt and authorize, the Concession Agreement. 2. The Concession Agreement has been duly executed and delivered, and otherwise adopted and authorized, by the RTD Board of Directors. 3. Other than with respect to Sections 30.3 (TABOR Portion) and 42.4 (Compensation Following Termination) of the Concession Agreement on which no opinion is expressed herein, the Concession Agreement constitutes a legal, valid and binding obligation of RTD enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors and subject as to enforceability to the general principles of equity (regardless of whether enforcement is sought in proceeding in equity or law) and subject to the application of equitable principles and to the reasonable exercise in the future by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of Colorado. 4. There is not pending or, to the best of my knowledge threatened against RTD any action, suit or proceeding at law or in equity or before any court, tribunal, government body, agency or official or any arbitrator (other than the DUS claim) that if adversely decided would materially and adversely affect the legality, validity or enforceability against RTD of the Concession Agreement or RTD's ability to perform its obligations under the Concession Agreement including its lease provisions. 5. The execution and delivery by RTD of the Concession Agreement, and the consummation of the transactions contemplated thereby and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any respect conflict with or constitute on the part of RTD a breach of or default under any applicable constitutional provision, law, rule or regulation of the State of Colorado or the United States of America or any applicable judgment, order or decree or any contract, agreement or other instrument to which RTD is a party or to which it or any of its property or assets is otherwise subject. 6. As of the date of this letter, no authorization, approval, consent, license or order of, or filing or registration with, the State of Colorado or any other governmental authority or agency within the State of Colorado or any trustee or holder of any indebtedness of RTD that has not been obtained is required for the valid authorization, execution and delivery by RTD of the Concession Agreement or the performance by RTD of its obligations thereunder. I express no opinion as to any matter described in the opinion of Sherman & Howard L.L.C. in its letter dated as of this date addressed to the addressees of this letter. Further this letter assumes, without independent verification, the accuracy of, and is given in reliance on the opinions provided in that letter. I express no opinion as to whether the Concession Agreement complies with, or is excepted from, the provisions of Colorado Revised Statutes sections through Page 2

4 I express no opinion as to the enforceability of the amount or the availability of any or all liquidated damages provisions for those occurrences specified in the Concession Agreement. I express no opinion as to the arbitrability of any provisions of the Concession Agreement or as to the choice of laws, rules or procedures that may be selected or authorized by an arbitrator in the event of arbitration. I express no opinion as to the Third Party Agreements and nothing herein may be construed to create any rights in or reliance by any party to those agreements or in any party not an addressee of this letter. Sincerely, Marla L. Lien General Counsel Page 3

5 Part B: Form of RTD External Counsel Opinion Regional Transportation District 1600 Blake Street Denver, Colorado Denver Transit Partners, LLC c/o Gregory J. Amparano General Manager Denver Transit Holdings, LLC th Street, Suite 1201 North Denver, Colorado Macquarie FasTracks Holdings, LLC Attention: Amanda Reed 125 West 55th Street New York, NY Fluor Enterprises, Inc. Attention: Richard Fierce cc: General Counsel 100 Fluor Daniel Drive C102B Greenville, South Carolina , 2010 [additional Shareholders, if any, at the time of opinion delivery] [ ] [Concessionaire's identified Lenders] Re: Concession Agreement between the Regional Transportation District and Denver Transit Partners, LLC Ladies and Gentlemen: We have acted as bond counsel to the Regional Transportation District (the "District"), in the State of Colorado, in connection with its execution and delivery of: (i) an Indenture of Trust, dated as of October 1, 2006, as amended (the "2006 FasTracks Indenture") between the District and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"); (ii) an Indenture of Trust dated as of May 1, 2007, as amended (the "2007 FasTracks Indenture") between the District and the Trustee (and together with the 2006 FasTracks Indenture, the "FasTracks Indentures"); and (iii) a Concession Agreement, between the District and Denver Transit Partners, LLC (the "Concessionaire"), dated July 9, 2010 (the "Agreement"). Page 4

6 In such capacity as bond counsel, we have examined the FasTracks Indentures, the Agreement, the certified proceedings of the District in connection with a ballot issue election authorizing a tax and debt increase held in the District on November 2, 2004 (the "Election"), and such other documents and such law of the State of Colorado as we have deemed necessary to render this opinion letter. Regarding questions of fact material to our opinions, we have relied upon the District's certified proceedings and other representations and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them by the FasTracks Indentures and by the Agreement. In rendering the opinions below, we have assumed that the Agreement, except for Sections 30.3 (TABOR Portion) and 42.4 (Compensation Following Termination) thereof, constitutes a valid and binding obligation of the District and is enforceable against the District in accordance with its terms, and we have further assumed that the Agreement constitutes a valid and binding obligation of the Concessionaire and is enforceable against the Concessionaire in accordance with its terms. Based upon such examination and subject to the assumptions set forth in this opinion letter, it is our opinion as bond counsel that: 1. The FasTracks Indentures constitute valid and binding obligations of the District, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the rights and remedies of creditors generally, and subject to the application of equitable principles and to the reasonable exercise in the future by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of Colorado. 2. The District's obligations in Section 30.3 (TABOR Portion) of the Agreement to pay the TABOR Portion and in Section 42.4 (Compensation Following Termination) of the Agreement to pay the Additional TABOR Portion are authorized pursuant to the Election and comply with the requirements of the Colorado Constitution. The District's obligations in Section 30.3 (TABOR Portion) of the Agreement to pay the TABOR Portion and in Section 42.4 (Compensation Following Termination) of the Agreement to pay the Additional TABOR Portion have been duly authorized and incurred in accordance with law, including the Act, and are entitled to the benefits of the Act. 3. The RTD Appropriation Obligations are not multiple fiscal year direct or indirect debt or other financial obligations and do not require voter approval pursuant to the Colorado Constitution. 4. Each of the District's obligations in Section 30.3 (TABOR Portion) of the Agreement to pay the TABOR Portion and in Section 42.4 (Compensation Following Termination) of the Agreement to pay the Additional TABOR Portion constitutes a Subordinate Lien Bond under the FasTracks Indentures, is a valid and binding, special, limited obligation of the District payable from and secured by a lien on the RTD Pledged Revenues, and is enforceable in accordance with the terms of said Section 30.3 (TABOR Portion) or Section 42.4 (Compensation Following Termination), respectively, except as may be limited by bankruptcy, insolvency or other similar laws affecting the rights and remedies of creditors generally, and subject to the application of equitable principles and to the reasonable exercise in the future by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of Colorado. If the Concessionaire delivers an Additional TABOR Portion Notice to the District pursuant to Section 30.3(h) of the Agreement prior to January 1, 2011, the District's obligation to pay the Additional TABOR Portion in the dollar amounts and on the dates designated in such Additional TABOR Portion Notice is an obligation of the District that was authorized, issued and incurred by the District prior to January 1, 2011 pursuant to a contract that was in full force and effect and enforceable against the District in accordance with the terms of Section 42.4 of the Agreement prior to January 1, 2011, except as may be limited by bankruptcy, insolvency or other similar laws affecting the rights and remedies of Page 5

7 creditors generally, and subject to the application of equitable principles and to the reasonable exercise in the future by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of Colorado. We are not opining on the validity or enforceability of any provisions of the Agreement other than the provisions of Section 30.3 (TABOR Portion) thereof obligating the District to pay the TABOR Portion and Section 42.4 (Compensation Following Termination) thereof obligating the District to pay the Additional TABOR Portion. 5. As permitted by Section 3.05(g) of each of the FasTracks Indentures and as required by the Agreement, the District has duly authorized the Trustee's Instructions dated, 2010 (the "Instructions") pursuant to Resolution No. 10, Series Pursuant to Section 30.3 (TABOR Portion) of the Agreement, the Instructions have been validly executed and delivered by the District's Chair of the Board of Directors as of the date hereof and the Instructions may not be materially amended without the Concessionaire's prior written consent. This opinion letter, issued at the request of the District, is limited to the matters expressly stated herein, and no other opinion is implied or may be inferred. We are qualified to practice law in the State of Colorado and do not purport to be expert in, or to express any opinion herein concerning, any law other than the laws of the State of Colorado. This opinion letter is issued as of the date hereof and we assume no obligation to revise or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. This opinion letter is delivered to the District, the Concessionaire, [the Lenders and the Initial Shareholders] solely for their information and benefit in connection with the initial execution and delivery of the Agreement and may not be relied upon by the District, the Concessionaire [or the Lenders or the Initial Shareholders] for any other purpose or relied upon by any other party without the prior written consent of this firm. No attorney-client relationship has existed or exists between us and anyone other than the District in connection with the execution and delivery of the Agreement by virtue of this opinion letter. With respect to the execution and delivery of the Agreement, the Concessionaire has been represented by [ ], the Lenders have been represented by [ ], and the Initial Shareholders have been represented by [ ]. Respectfully submitted, Page 6

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