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<br />,~ <br /> <br />"'.. <br />" ~ <br /> <br />( c' <br />J <br />w:r,'[' , <br />L, J . <br /> <br />r' <br />" . ~()fM <br /> <br />STARR & WESTBROOK, p.e. <br />ATfORNEYS AT LAW <br />THE PALMER GARDENS <br />150 EAST 29TH STREET, SUITE 285 <br />P.O. BOX 642 <br />LOVELAND, COLORADO 80539-0642 <br />TELEPHONE 970-66,7-1029 <br />FACSIMILE 970-669-3841 <br />RANDOLPH W. STARR E-Mail RSTARR8553@aol.com <br />MICHAEL A. WESTBROOK E-mail WESTBROOK72@aol.com <br /> <br />~~c <br />/~ ~,- <br />C'i'M IP 0 Y <$j <br />~qOb 4- ,(? '() <br />i;'t&r C <'6'~ <br />~6l <br />~q.?- <br />70~ <br />6'~ <br /> <br />Thursday, February 16,2006 <br /> <br />State Of Colorado <br />Department Of Natural Resources <br />Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />RE: <br />BORROWER: <br /> <br />LOAN CONTRACT DATED February 16,2006 <br />CENTRAL WELD COUNTY WATER DISTRICT, ACTING BY AND <br />THROUGH ITS WATER ACTIVITY ENTERPRISE <br />$4,994,955.00 <br />C 150209 <br /> <br />AMOUNT: <br />LOAN NUMBER: <br /> <br />OPINION OF COUNSEL <br /> <br />Ladies and Gentlemen: <br /> <br />We have acted as counsel to CENTRAL WELD COm'HY WATER DISTRICT, ACTING BY <br />AND THROUGH ITS WATER ACTIVITY ENTERPRISE, (the "District") in connection with the <br />preparation ofthe Loan Contract setting forth the principal terms of the Transaction addressed by the <br />Opinion Letter (the "Agreement") and the ancillary Transaction Documents, if any and have <br />participated on the District's behalf in connection with thle above Transaction. This Opinion Letter <br />is provided to you at the request of the District. Except as otherwise indicated herein, capitalized <br />terms used in this Opinion Letter are defined as set forth in the Agreement or the Accord (see <br />below). We have relied on the Omnibus Certificate signed by officials of the District dated February <br />16, 2006. <br /> <br />This Opinion Letter is governed by, and shall be interpreted in accordance with, the Legal Opinion <br />Accord (the "Accord") ofthe ABA Section of Business Law (1991). As a consequence, it is subject <br />to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, <br />all as more particularly described in the Accord, and this Opinion Letter should be read in <br />conjunction therewith. The law covered by the opinions expressed herein is limited to the Law of <br />the State of Colorado. <br /> <br />Based upon and subject to the foregoing, we are of the opinion that: <br />