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<br />Sherman & Howard L.L.C. <br /> <br />ATI'ORNEYS & COUNSELORS AT LAW <br />633 SEVENTEENTH STREET, SUITE 3000 <br />DENVER, COLORADO 80202 <br /> <br />TELEPHONE: 303 297-2900 <br />FAX: 303 298-0940 <br /> <br />OFFICES IN: COLORADO SPRINGS <br />RENO . LAS VEGAS' PHOENIX <br /> <br />June 6, 2008 <br /> <br />State of Colorado <br />Colorado Water Conservation Board <br />1580 Logan Street, Suite 750 <br />Denver, Colorado 80203 <br /> <br />Pinewood Springs Water District <br />Larimer County, Colorado <br />Loan Contract Amendment No.1 <br />dated as of May 15, 2008, with the <br />Colorado Water Conservation Board <br /> <br />Ladies and Gentlemen: <br /> <br />We have acted as special counsel to the Pinewood Springs Water District, <br />Larimer County, Colorado (the "District"), in connection with its authorization, execution and <br />delivery of a Loan Contract Amendment No. 1 (the "Loan Amendment") dated as of May 15, <br />2008, by and between the District and the State of Colorado for the use and benefit of the <br />Department of Natural Resources, Colorado Water Conservation Board ("CWCB"). The District <br />has requested that we render this opinion letter in connection with the authorization, execution <br />and delivery of the Loan Amendment by the District. <br /> <br />F or purposes of rendering this opinion letter we have examined originals or copies <br />authenticated or otherwise identified to our satisfaction of the Loan Amendment and such other <br />documents and such law of the State of Colorado and the United States of America as we <br />deemed relevant and necessary as a basis for this opinion letter. Regarding questions of fact <br />material to our opinions, we have relied upon the certified proceedings of the District relating to <br />the Loan Amendment and other representations and certifications of public officials and others <br />furnished to us without undertaking to verify the same by independent investigation. <br /> <br />Based upon such examination, it is our opinion that: <br /> <br />1. The District has full legal right, power and authority to execute and deliver <br />the Loan Amendment and to perform its obligations under the Loan Amendment. <br /> <br />2. The Loan Amendment has been duly authorized by the District, duly <br />executed and delivered by authorized officials of the District and, assuming due authorization, <br />execution and delivery by CWCB, constitutes a valid and binding obligation of the District <br />enforceable against the District in accordance with its terms. <br /> <br />PUBFIN\836589. I <br />