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Colorado Water Conservation Board <br /> Inverness Water and Sanitation District <br /> October 1, 2014 <br /> Page 3 <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 <br /> creditors' 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 <br /> passing upon any federal or state tax consequences arising from the receipt or accrual of <br /> interest on or the ownership or disposition of the Loan Documents. <br /> This opinion letter is issued as of the date hereof and we assume no obligation <br /> to revise or supplement this opinion letter to reflect any facts or circumstances that may <br /> hereafter 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 <br /> the CWCB does not establish an attorney-client relationship between the CWCB and this <br /> firm. <br /> This opinion letter is furnished to you solely for your information and benefit <br /> in connection with the initial execution and delivery of the Loan Documents and may not be <br /> relied upon by you for any other purpose or relied upon by any other person without the prior <br /> written consent of this firm. <br /> Respectfully submitted, <br /> 52.oZ.P <br /> BUTLER SNOW LLP <br />