CT2015-118 Attorney Opinion Letter

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Colorado Water Conservation Board Inverness Water and Sanitation District October 1, 2014 Page 2 of 4 Denver Water's treated distribution system near Denver International Airport and Aurora's Prairie Waters pipeline (the "DIA Connection"). In connection therewith we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Loan Contracts. We are not counsel for individual directors of the District or any other parties in the transactions contemplated in the Loan Contracts. The opinions stated herein are given in our limited capacity as legal counsel to the District for general matters. As to questions of fact material to our opinion, we have relied specifically upon the certified proceedings 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 or absence of facts is indicated to be based on our knowledge, it shall mean that during the course of our representation as described above no information has come to our attention which has given us actual knowledge of the existence or absence of such facts. We have not undertaken any independent investigation to determine the existence or absence of such facts, nor have we undertaken any such investigation with respect to facts certified by anyone, and no inference as to our knowledge of the existence or absence of such facts may be drawn from our representation of the District. 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 as to the District's power and authority to execute and perform, or its execution and delivery of, any documents. This opinion is limited to the laws of the State of Colorado (the "State"). Based upon the foregoing, and subject to the last two numbered paragraphs hereof and as otherwise qualified herein, we are of the opinion that: 1. The Loan Contracts have been duly executed by Randall Warren, as District president, and Charles Davis, as District secretary, who, to the best of our