C150317 Attorney Opinion Letters

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Lake Durango Water Authority June 4, 2014 Page 2 1. The Loan Contract has been duly executed by officers of the Authority who are duly appointed and are authorized to execute the Loan Contract and to bind the Authority. 2. The Loan Resolution was duly adopted by the Board of Directors of the Authority. 3. The Loan Contract will be valid and binding against the Authority if entered into by the CWCB. 4. When incurred, the Loan will constitute a Parity Bond within the meaning of the Loan Resolution. The opinions expressed in this opinion letter are subject to the following: The enforceability of the obligations of the Authority pursuant to the Loan Contract and the Loan Resolution are subject to the application of equitable principles, to the reasonable exercise in the future by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of Colorado, and to the exercise by the United States of America of the powers delegated to it by the Federal Constitution, including without limitation, bankruptcy powers. In connection with and pursuant to the Loan Contract, we understand that the Authority has entered into a Security Agreement. We express no opinion as to the validity or enforceability of such Security Agreement or the security afforded thereby. In this opinion letter issued in our capacity as bond counsel, we are opining only upon those matters set forth herein, and we are not passing upon the accuracy, adequacy, or completeness of any statements made in connection with the Loan or upon any federal or state tax consequences arising from the receipt or accrual of interest on the Loan or the ownership or disposition of the Loan Contract. This opinion letter is issued as of the date hereof and we assume no obligation to revise or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. In connection with the execution and delivery of the Loan Contract, we have represented the Authority which is our sole client in this transaction. Delivery of this letter to the CWCB does not establish an attorney-client relationship between the CWCB and this firm. In connection with the Loan,the CWCB has been represented by its own counsel.