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<br />-...-- -- <br /> <br />Sherman & Howard L.L.C. <br /> <br />State of Colorado <br />Colorado Water Conservation Board <br />June 6, 2008 <br />Page 2 <br /> <br />3. The District has authorized all necessary action to be taken by it for the <br />execution, delivery, carrying out, giving effect to and consummation of the provisions of the <br />Loan Amendment. <br /> <br />The obligations of the District pursuant to the Loan Amendment are subject to the <br />application of equitable principles, to the reasonable exercise in the future by the State of <br />Colorado and its governmental bodies of the police power inherent in the sovereignty of the State <br />of Colorado, and to the exercise by the United States of America of the powers delegated to it by <br />the Federal Constitution, including, without limitation, bankruptcy powers. <br /> <br />This opinion letter is limited to the matters expressly stated herein, and no other <br />opinion is implied or may be inferred. This opinion letter is for the use of CWCB only in <br />connection with the executive and delivery of the Loan Amendment and may not be relied upon <br />by CWCB for any other purpose or relied upon by any other party without the prior written <br />consent of this firm. The District is our sole client in connection with the Loan Amendment and <br />delivery of this opinion letter to CWCB does not create an attorney-client relationship between <br />CWCB and this firm. This opinion letter is issued as of the date hereof, and we assume no <br />obligation to revise or supplement this opinion letter to reflect any facts or circumstances that <br />may hereafter come to our attention or any changes in law that may hereafter occur. <br /> <br />Respectfully submitted, <br /> <br />)~~~ 'l )~_/ lL (' <br /> <br />PUBFIN\836589.1 <br />