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Colorado Water Conservation Board <br /> Parker Water and Sanitation District <br /> September 25, 2014 <br /> Page 3 <br /> 7(d) of TABOR, except that creation of bonded debt increases fiscal year spending by the amount <br /> of debt service so funded and debt service changes and reductions are exceptions to, and not part <br /> of, the District revenue and spending base and limits; and (c) if the District is required to reduce <br /> spending in order to comply with its fiscal year spending limit under Section 7(b) of TABOR,the <br /> District will first be required to reduce spending for purposes for which it does not have an <br /> obligation under law or by contract prior to reducing spending required to comply with the other <br /> covenants contained in the Loan Documents. <br /> The opinions expressed in this opinion letter are subject to the following: <br /> The obligations of the District pursuant to the Loan Documents are limited by <br /> bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' <br /> rights generally, and by equitable principles,whether considered at law or in equity. <br /> We are opining only upon those matters set forth herein, and we are not passing <br /> upon any federal or state tax consequences arising from the receipt or accrual of interest on or the <br /> ownership or disposition of the Loan Documents. <br /> This opinion letter is issued as of the date hereof and we assume no obligation to <br /> revise or supplement this opinion letter to reflect any facts or circumstances that may hereafter <br /> come to our attention or changes in law that may hereafter occur. <br /> In connection with the execution and delivery of the Loan Documents, we have <br /> represented the District which is our sole client in this transaction. Delivery of this letter to the <br /> CWCB does not establish an attorney-client relationship between the CWCB and this firm. <br /> This opinion letter is furnished to you solely for your information and benefit in <br /> connection with the initial execution and delivery of the Loan Documents and may not be relied <br /> upon by you for any other purpose or relied upon by any other person without the prior written <br /> consent of this firm. <br /> Respectfully submitted, <br /> toz,01--ee <br /> BUTLER SNOW LLP <br />