C150180 Contract

• Contract/PO #: C150180
• Contractor Name: Pinewood Springs Water District
• Contract Type: Loan
• Water District: 4
• County: Larimer
• Loan Projects - Doc Type: Contract Documents

Board of Directors
June 6, 2008
Page 3

creation and operation of the District as I have deemed necessary in connection herewith.

As to questions of fact material to my opinion, I have relied upon matters of public
record. the documented proceedings relating to the District's authorization and the Board's
execution and delivery of the Loan Contract and the Amendment, and certifications of public
officials and other persons furnished to me, without undertaking to verify the same by
independent investigation. Whenever my opinion with respect to the existence or absence of
facts is indicated to be based on my knowledge, it shall mean that, during the course of my
representation as described above, no information has come to my attention which has given me
actual knowledge of the existence of contrary facts, or evidence of the absence of such facts
provided for my reliance in connection with this opinion.

. In connection herewith, I have assumed, without independent verification or investigation
of the same beyond examination of the documents described above: (1) The genuineness and
authenticity of all documents submitted to me as originals; (2) the conformance with the originals
of all photocopies provided to me in connection with rendering this opinion; (3) that the
signatures of persons signing all documents in connection with which this opinion is rendered are
genuine and are authorized by the entity on whose behalf such persons have signed, provided,
however, that no such assumptions as to such authorization are made as to signatures on behalf
of the District; (4) that all parties to the documents reviewed by me have full power and
authority, and have obtained or will obtain all consents and/or approvals necessary to execute,
deliver, and perform thereunder and under the documents required or permitted to be delivered
and performed thereunder, and that all such documents have been duly authorized by all
necessary corporate or other action on the part of such parties, have been duly executed by such
parties and have been du1y delivered by such parties, provided, however, that no such
assumptions are made as to the District's power, authority to execute and perform, or its
execution and delivery of any documents.

This opinion is limited to the laws of the State of Colorado.

Any capitalized words and phrases not otherwise defined herein shall have the meanings
assigned in the Loan Contract and the Amendment.

I express no opinion: as to the ability of the District to perform its obligations under the
Loan Contract and its Amendment, or the District's intentions to utilize and apply the proceeds of
the Loan Contract and its Amendment as contemplated by the Resolution; as to the validity or
enforceability of the Loan Contract and its Amendment; as to the treatment for Federal, State or
local income tax purposes of interest payable with respect to the Loan Contract proceeds; as to
any information concerning development within the District or any developer prosecuting such
development, or the fmancial statements, projections and other financial and statistical
information utilized by the District prior or subsequent to the District's entry into the Loan
Contract; as to any collateral matter which may impact the District's ability to perform its
obligations; or as to the financial condition of the District or the sufficiency of the security