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KUTAK ROCK LLP <br />SUITE 3100 <br />1801 CALIFORNIA STREET <br />DENVER, COLORADO 80202-2626 <br />303-297-2400 <br />FACSIMILE 303-292-7799 <br />www.kutakrock.com <br />July 21, 2008 <br />Pagosa Area Water and Sanitation District <br />Archuleta County, Colorado <br />Colorado Water Conservation Board <br />Denver, Colorado <br />$11,217,000 <br />Pagosa Area Water and Sanitation District, Archuleta County, Colorado <br />Acting by and through its Water Activity Enterprise <br />Loan Contract with and Promissory Note to Colorado Water Conservation Board <br />dated as of July 21, 2008 <br />ATLANTA <br />CHICAGO <br />DES MOINES <br />FAVETTEVILLE <br />IRVINE <br />KANSAS CITY <br />LI7TLE ROCK <br />�OS ANGELES <br />OKLAHOMA CITV <br />OMAHA <br />RICHMOND <br />SCOTTSDALE <br />WASHINCiTON <br />WICHITA <br />We have been engaged by l�agosa Area Water and Sanitation District, Archuleta County, <br />Colorado, acting by and through its Water Activity Enterprise (as so acting, the "District"), as <br />bond counsel in connection with the execution and delivery of a Loan Contract dated as of <br />July 21, 2008 (including the Security Agreement and Project Summary appended thereto, the <br />"Loan Contract") between the District and the Colorado Water Conservation Board (the <br />"CWCB") and a Promissory Note made by the District to the CWCB as of July 21, 2008 (the <br />"Note" and, collectively with the Loan Contract, the "Loan Documents") pursuant to the Loa.n <br />Contract. <br />The Note matures, bears interest at the rate, and is payable in the manner and subject to <br />the conditions and limitations provided in the Loan Contract and the resolution authorizing the <br />execution and delivery of the Loan Documents adopted on July 15, 2008 by the Board of <br />Directors of the District, acting as the governing body of the Water Activity Enterprise (the <br />"Approving Resolution"). Capitalized terms used but not defined herein have the meanings <br />assigned to them in the Loan Documents and the Approving Resolution. <br />We have examined the Constitution and laws of the State of Colorado and such certified <br />proceedings, certificates, documents, opinions and other papers as we deem necessary to render <br />this opinion. As to questions of fact material to our opinion, including the status and <br />qualification of the Water Activity Enterprise, we have relied upon the representations of the <br />4834-8363-2642.1 <br />