CT2015-091 Attorney Opinion Letter

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Colorado Water Conservation Board September 11, 2014 Page 3 with the Company's by-laws and with applicable Colorado law at meetings duly called pursuant to the necessary notices to its shareholders and held in accordance with applicable Colorado law at which quorums were present and acting throughout in accordance with Colorado law. (5)To the best of my knowledge, and after investigation as I have deemed appropriate,the authorization, execution, and delivery of the Loan Contract by the Company, the observation and performance of the Company of its duties,covenants,obligations and agreements thereunder and the consummation of the transactions contemplated therein and the undertaking and completion of the Project do not and will not contravene any existing law or any existing order,injunction,judgment, decree,rule or regulation of any court or governmental or administrative agency,authority or person having jurisdiction over the Company or its property or assets or result in a breach or violation of any of the terms or provisions of, or constitute a default under any existing bond resolution, trust agreement, indenture, mortgage, deed of trust, order or other Agreement to which the Company is a party or by which it, its system, or its property is bound. (6) To the best of my knowledge,after such investigation as I have deemed appropriate,all approval,consents or authorizations of,or registration of or filing with any governmental or public agency, authority or persons required to date on the part of the Company in connection with the authorization,execution,delivery and performance of the Loan Contract and the undertaking of the Project as defined in the Loan Contract, other than licenses and permits, if any, relating to the construction and acquisition of the Project which I expect the Company to receive in the ordinary course of business have been obtained or made. (7)To the best of my knowledge,and after such investigation as I have deemed appropriate, there is no litigation or proceeding pending or threatened in any court or other tribunal of competent jurisdiction (either state or federal) questioning the creation, organization or existence of the Company or the validity, legality, or enforceabilty of the Loan Contract or the undertaking or completion of the Project as defined in the Loan Contract, except as disclosed in writing to the Board,which if adversely determined,could(i)materially adversely affect(a)the financial position of the Company, (b)the ability of the Company to perform is obligations under the Loan Contract, ( c) the security for the Loan Documents, or (d) the transactions contemplated by the Loan Documents or(ii) impair the ability of the Company to maintain and operate the canal system. The opinions as rendered herein are on the basis of federal law and the laws of the state of Colorado as enacted and construed on the date hereof. I express no opinion as to any matter not set forth in the numbered paragraphs herein. I hereby authorize any officer of the Board and its legal counsel to rely on this opinion as herein set forth.