CT2015-087 Attorney Opinion Letter

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Denver Southeast Suburban Water and Sanitation District August 14,2014 Page 2 documents submitted to us as certified, conformed, or facsimile copies. For purposes of this opinion letter, we have assumed that the Loan Contract is a valid and binding obligation of the CWCB. Based upon such examination,it is our opinion as bond counsel that: 1. The Loan Contract has been duly executed by officers of the District who are duly appointed and are authorized to execute the Loan Contract and to bind the District. 2. The Loan Resolution was duly adopted by the Board of Directors of the District. 3. The System is a government-owned business authorized to issue its own revenue bonds and receiving under 10% of annual revenue in grants from all Colorado state and local governments combined within the meaning of Article X, Section 20 of the Colorado Constitution. 4. The Loan Contract will be valid and binding against the District if entered into by the CWCB. The opinions expressed in this opinion letter are subject to the following: The enforceability of the obligations of the District 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 District 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.