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I. <br /> HOLLAND&HART: Mark E. Hamilton <br /> Phone(970)925-3476 <br /> Fax(866)784-7682 <br /> mehamilton@hollandhart.com <br /> September 2, 2009 <br /> Colorado Water Conservation Board <br /> Water Supply Planning & Finance <br /> 1580 Logan Street, Suite 750 <br /> Denver, CO 80203 <br /> Re: Borrower: Snowmass Water& Sanitation District, acting by and through <br /> its Water Activity Enterprise <br /> Loan Contract No.: C150294 <br /> Loan Amount: $1,952,805.00 <br /> Opinion Letter <br /> Ladies and Gentlemen: <br /> This firm represents the Snowmass Water& Sanitation District. This opinion is being <br /> delivered to you pursuant to Paragraph A.7 of the Loan Contract No. C 150294. All terms used <br /> herein with their initial letters capitalized and not defined herein have the meanings ascribed to <br /> them in the Loan Contract referenced above. <br /> This Opinion Letter is governed by, and shall be interpreted in accordance with, the Legal <br /> Opinion Accord(the"Accord") of the ABA Section of Business Law(1991). As a consequence, <br /> it is subject to a number of qualifications, exception, definitions, limitations on coverage and <br /> other limitations, all as more particularly described in the Accord, and this Opinion Letter should <br /> be read in conjunction therewith. The law covered by the opinions expressed herein is limited to <br /> the Federal Law of the United States and the Law of the State of Colorado. <br /> Based upon the representations of the Borrower, and the documents provided as <br /> described above,we are of the opinion that: <br /> 1. The Contract has been duly executed by officers of the Borrower who are duly <br /> elected or appointed and are authorized to execute the Contract and to bind the Borrower. <br /> 2. The Resolutions of the Borrower authorizing execution and delivery of the <br /> Contract were duly adopted by the Borrower's board of directors and/or stockholders. <br /> 3. We are not aware of any state or local law preventing this Contract from binding <br /> the Borrower. <br /> Holland&Hart LIP Attorneys at Law <br /> Phone(970)925-3476 Fax(970)925-9367 www.hollandhart.com <br /> 600 East Main Street Suite 104 Aspen,Colorado 81611-1991 <br /> Aspen Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington,D.C. <br />