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<br />Board of Directors <br />June 6, 2008 <br />Page 4 <br /> <br />provided for payment of debt service. <br /> <br />Except as specifically provided above, I express no opinion as to any of the documents <br />prepared by the Colorado Water Conservation Board or any other parties to the transaction, <br />including warranties and/or representations contained therein, nor, except as specifically <br />provided above, do I express any opinion as to the effect of their execution by members of the <br />Board or others. <br /> <br />This opinion letter is solely for your information in connection with the entry by the <br />District into the above-referenced Amendment, and is not to be quoted in whole or in part or <br />otherwise referred to, nor is it to be delivered to any other person (except as a part of a closing <br />book or file memorializing the closing of the loan), without my prior written consent. Other than <br />the addressees, no one is entitled to use or rely on this opinion letter for any purpose. <br /> <br />I expressly undertake no responsibility or duty to inform any party, whether addressees of <br />this letter or not, as to any change in fact, circumstance or law occurring after the date hereof <br />which may affect or alter any of the opinions, statements, or information set forth above. <br /> <br />If you have any questions, please don't hesitate to contact me directly. <br /> <br />Very truly yours, <br /> <br />JAR: <br />5401.1904 <br /> <br /> <br />