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BUTLER SNOW <br /> September 18, 2014 <br /> Colorado Water Conservation Board <br /> Denver, Colorado 80203 <br /> Cottonwood Water and Sanitation District <br /> Cottonwood Water and Sanitation District <br /> Acting by and through its Cottonwood Water Enterprise <br /> Douglas County, Colorado <br /> 2014 Loan Contracts with the <br /> Colorado Water Conservation Board <br /> Ladies and Gentlemen: <br /> We have acted as bond counsel to the Cottonwood Water and Sanitation <br /> District, Douglas County, Colorado, acting by and through its Cottonwood Water Enterprise <br /> (the "District") in connection with the District's authorization, execution and delivery to the <br /> Colorado Water Conservation Board ("CWCB") of four separate loan contracts (collectively, <br /> the "Loan Contracts"), four separate security agreements (collectively, the "Security <br /> Agreements"), and four separate promissory notes (collectively, the "Notes;" and, together <br /> with the Loan Contracts, and the Security Agreements, collectively the "Loan Documents"), <br /> which Loan Documents were authorized by a resolution adopted by the Board of Directors of <br /> the District on August 14, 2014, and pursuant to which the CWCB will loan the District <br /> aggregate amount of not to exceed$4,508,640, as follows: <br /> (a) Contract No. C150408A, in an amount that will not exceed $381,780, <br /> for the District's share of the price of a portion of the East Cherry Creek Valley Water <br /> and Sanitation District's Western Pipeline to be purchased by the WISE Authority; <br /> (b) Contract No. C150408B, in an amount that will not exceed $363,600, <br /> for the District's share of the cost of the WISE Authority's use of a pipeline that will <br /> connect Denver Water's treated distribution system near Denver International Airport <br /> and Aurora's Prairie Waters pipeline; <br /> (c) Contract No. C150408C, in an amount that will not exceed $2,636,100, <br /> for the District's share of the cost of certain Phase 1 Infrastructure, to be constructed <br /> by the WISE Authority; <br /> (d) Contract No. C150408D, in an amount that will not exceed $1,127,160, <br /> for the District's share of the cost of certain Phase 2 Infrastructure, to be constructed <br /> by the WISE Authority. <br /> T 720.330.2300 1801 California Street <br /> F 720.330.2301 Suite 5100 <br /> www.butlersnow.corn Denver,CO 80202 <br /> BUTLER SNOW LLP <br />