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September 22, 2014 <br /> Page 3 <br /> 3. The Notes; and <br /> 4. The proceedings of the Board of Directors of the District (the "Board") <br /> relating to the approval of the Loan Documents. <br /> Based upon the foregoing, we are of the opinion that: <br /> 1. The Loan Documents have been duly executed by officers of the District <br /> who are duly elected or appointed and are authorized to execute the Loan <br /> Documents and to bind the District; and <br /> 2. There are no provisions in the Colorado Constitution or any other state or <br /> local law that prevent the Loan Documents from binding the District. <br /> The obligations of the District pursuant to the Loan Documents are subject to application <br /> of equitable principles, to the reasonable exercise in the future by the State of Colorado and its <br /> governmental bodies of the police power inherent in the sovereignty of the State of Colorado, <br /> and to the exercise by the United States of America of the powers delegated to it by the Federal <br /> Constitution, including without limitation, bankruptcy powers. <br /> In this opinion letter issued in our capacity as general counsel, we are opining only upon <br /> those matters set forth herein to the extent they are material. This opinion letter is issued as of <br /> the date hereof and we assume no obligation to revise or supplement this opinion letter to reflect <br /> any facts or circumstances that may hereafter come to our attention or any changes in law that <br /> may hereafter occur. No attorney-client relationship has existed or exists between this firm and <br /> anyone other than the District. This letter is delivered to the addressees hereof solely for their <br /> information and benefit in connection with the Loan Documents and may not be relied upon by <br /> such addressees for any other purpose or relied upon by any other party without the prior written <br /> consent of this firm. <br /> Respectfully submitted <br /> HAYES, PHILLIPS, HOFFMANN & CARBERRY, P.C. <br /> By: f / <br /> Jefferso H. a ker, Esq. <br />