C150377 Attorney Approval letter

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KUTAK ROCK LLP November 18, 2013 Page 2 (c) there are no provisions in the Colorado Constitution or any other State or local law applicable to the Authority that prevent the Loan Contract from binding the Authority; and (d) the Loan Contract will be valid and binding against the Authority if entered into by the CWCB. We note that solely those revenues defined as the "Pledged Revenues" in the Loan Contract, all as more particularly set forth in the Loan Contract and the Loan Resolution, are pledged for repayment of the loan. The rights of the CWCB under the Loan Contract and the enforceability of the Loan Contract may be limited by the effect of, and by restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors' rights generally heretofore or hereafter enacted or other laws, judicial decisions, and principles of equity relating to the enforcement of contractual obligations generally, and are further subject as to enforceability to judicial discretion, to the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State, and to the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. We express no opinion herein as to any matter not specifically set forth above. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. This opinion may be relied upon solely by the addressee hereto in connection with the execution and delivery of the Loan Contract. This opinion may not be relied upon for any other purpose or by any person other than the addressee. Yours very truly, le_ Z L L 4833-0113-1031.1