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) ) Sherman & Howard L.L.C. ATI'ORNEYS & COUNSELORS AT LAW 633 SEVENTEENTII STREET, SUITE 3000 DENVER, COWRAOO 80202 TELEPHONE: 303 297-2900 FAX: 303298-0940 OFFICES IN, COLORADO SPRINGS RENO. LAS VEGAS November 30, 1999 Colorado Water Conservation Board 1313 Sherman Street, Room 721 Denver, CO 80203 Ladies and Gentlemen: We have acted as bond counsel to the Town of Palisade (the "Town"), which has entered into a Loan Contract (as hereinafter defined) with the Colorado Water Conservation Board (the "Water Board"), and have acted as such in connection with the authorization, execution and delivery by the Town Of the Loan Contract and its Note (as hereinafter defined). In so acting we have examined the Constitution and laws of the State of Colorado and ordinances of the Town. We have also examined originals, or copies certified or otherwise identified to our satisfaction, ofthe following: (a) the Loan Contract, dated as of November 23,1999 (the "Loan Contract") by aOid between the Water Board and the Town; (b) the Security Agreement, dated as of November 23, 1999 (the "Security Agreement") executed by the Town to the Water Board as security for the Loan Contract; (c) the Promissory Note, dated November 23, 1999 (the "Note") issued by the Town to the Water Board to evidence the loan; (d) proceedings of the governing body of the Town relating to the approval of the Loan Contract, the Security Agreement, and the Note (the Loan Contract, the Security Agreement, and the Note are referred to herein collectively as the "Loan Documents"), and the execution, issuance and delivery thereof on behalf of the Town to the Water Board; and (e) proceedings of the Town relating to the election held in the Town on November 2,1999 to obtain voter approval of the Loan Contract. We have also examined and relied upon originals, or copies certified or otherwise authenticated to our satisfaction, of such other records, documents, certificates and other instruments,