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<br />LEAVENWORTH & KARP, P.c. <br /> <br />Colorado Water Conservation Board <br />Page 2 <br />January 24,2005 <br /> <br />Based upon the foregoing, we are of the opinion that: <br /> <br />1. Stephen Mathis is the duly appointed President of the Enterprise and is authorized <br />to execute the Loan Contract on behalf of the Enterprise and bind the Enterprise in <br />accordance with the terms thereof. <br /> <br />2. The proceedings of the Enterprise's governing body authorizing the Enterprise to <br />undertake and complete the project were duly and lawfully adopted and approved in <br />accordance with the resolutions of the District and other applicable Colorado law at <br />meetings duly called pursuant to necessary public notice and held in accordance with <br />applicable Colorado law at which quorums were present. <br /> <br />3. The proceedings ofthe Enterprise approving the resolution authorizing the execution, <br />issuance, and delivery of the Loan Contract on behalf of the Enterprise have been <br />duly and lawfully adopted and approved in accordance with applicable Colorado law <br />at meetings duly called and held in accordance with applicable Colorado law, and at <br />which quorums were present and acting throughout . <br /> <br />4. To the best of our knowledge, after such investigation as we have deemed <br />appropriate, the authorization, execution, and delivery of the Loan Contract by the <br />Enterprise and the observation and performance by the Enterprise of its duties, <br />covenants, obligations, and agreements thereunder do not and will not contravene the <br />Colorado Constitution, any existing local or state law, or any existing order, <br />injunction, judgment, decree, rule, or regulation of any court or governmental or <br />administrative agency, authority, or person having jurisdiction of over the Enterprise <br />or its property or assets or result in a breach or violation of any of the terms and <br />provisions of, or constitute a default under, any existing bond resolution, trust <br />agreement, indenture, mortgage, deed of trust, and other agreement to which the <br />Enterprise is a party or by which it or its property or assets is bound. <br /> <br />5. To the best of our knowledge, after such investigation as we have deemed <br />appropriate, upon execution of the Loan Contract by the Enterprise, the Loan <br />Contract will be valid and binding as against the Enterprise once the Loan Contract <br />is duly executed by the CWCB. <br /> <br />6. To the best of our knowledge, after such investigation as we have deemed <br />appropriate, there is no litigation or other proceeding pending or threatened in any <br />court or other tribunal of competent jurisdiction (either state or federal) questioning <br />the creation, organization, or existence of the Enterprise or of the validity, legality, <br />or enforceability of the of the Loan Documents or undertaking or completion of the <br />Project or, except as disclosed in writing, which if adversely determined, could (a) <br />materially adversely affect (1) the financial position ofthe Enterprise, (2) the ability <br />of the Enterprise to perform its obligations under the Loan Contract, (3) the security <br /> <br />I:\2005\Clients\River District\31-Elkhead-1028\Letters\CWCB-Opinioll_ wpd <br />