CT2015-110 Attorney Opinion Letter

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September 22, 2014 Page 2 WISE Authority; 3. Contract No. C 150410C, in an amount that will not exceed $3,418,658, for the District's share of the cost of certain Phase 2 Infrastructure, to be constructed by the WISE Authority; 4. Contract No. C150410D, in an amount that will not exceed $1,099,890, for the District's share of the cost of the WISE Authority's use of a pipeline that will connect Denver Water's treated distribution system near Denver International Airport and Aurora's Prairie Waters pipeline. As to questions of fact material to our opinion, we have relied specifically upon the certified proceedings of the District relating to the authorization, issuance and delivery of the Loan Documents, and certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation. Whenever our opinion with respect to the existence of facts is indicated to be based on our knowledge, it shall mean that during the course of our representation no information has come to our attention which has given us actual knowledge of the absence of such facts. Whenever our opinion with respect to the absence of facts is indicated to be based on our knowledge, it shall mean that during the course of our representation no information has come to our attention which has given us actual knowledge of the existence of such facts. In connection herewith, we have assumed, without independent verification or investigation as to the same: (1) the genuineness and authenticity of all documents submitted to us as originals; (2) the originality and conformance to the originals of all photocopies provided to us in connection with rendering this opinion; (3) that the signatures of persons signing all documents in connection with which this opinion is rendered are genuine and are authorized by the entity on whose behalf such persons have signed, provided, however, that no such assumptions as to such authorization are made as to signatures on behalf of the District; and (4) that all parties to the documents reviewed by us have full power and authority, and have obtained all consents and/or approvals necessary to execute, deliver and perform thereunder, and all such documents have been duly authorized by all necessary corporate or other action on the part of such parties, have been duly executed by such parties and have been duly delivered by such parties; provided, however,that no such assumptions are made with respect to the District. We have examined the Constitution and laws of the State of Colorado and various resolutions of the District. We have also examined originals, or copies certified or otherwise identified to our satisfaction, of the following: 1. The Loan Contracts; 2. The Security Agreements;