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MOSES, WITTEMYER, HARRISON AND WOODRUFF, P.C. <br /> Colorado Water Conservation Board and Butler Snow <br /> September 18, 2014 <br /> Page 2 <br /> c) the Resolution adopted by the Board of Directors of the District on August 14, <br /> 2014, relating to the issuance of the Loan Contracts, Notes, and Security <br /> Agreements and the execution, issuance and delivery thereof to the CWCB (the <br /> Loan Contracts, Notes, and Security Agreements are referred to herein <br /> collectively as the "Financing Documents"); <br /> d) all outstanding instruments relating to the bonds, notes or other indebtedness of or <br /> relating to the District. <br /> We have also examined and relied upon originals, or copies certified or otherwise <br /> authenticated to our satisfaction, of such other records, documents, certificates and other <br /> instruments, and made such investigation of law as in our judgment we have deemed necessary <br /> or appropriate to enable us to render the opinions expressed below. <br /> We have assumed the genuineness of all signatures and documents submitted as <br /> originals, that all copies submitted to us conform to the originals, that persons who have <br /> executed documents have the legal capacity to do so, and as to documents executed by entities <br /> other than the District, the authority of such other entities to execute the documents. <br /> Based upon the foregoing, we are of the opinion that: <br /> 1. The District is a water and sanitation district and political subdivision of the State <br /> of Colorado. <br /> 2. The Loan Contracts have been duly executed by officers of the District who are <br /> duly elected or appointed and are authorized to execute the Loan Contracts and to bind the <br /> District. <br /> 3. To the best of our knowledge, after such investigation as we have deemed <br /> appropriate, there are no provisions in the Colorado Constitution or any other state or local law <br /> that prevent the Loan Contracts from binding the Governing Agency. <br /> Our opinions expressed in this letter are subject to and limited by: (i)the effect of <br /> bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, <br /> or other laws affecting or relating to the rights of creditors generally; (ii) the rules governing the <br /> availability of specific performance, injunctive relief or other equitable remedies and general <br /> principles of equity; (iii) the effect of applicable court decisions, invoking statutes or principles <br /> of equity; and (iv)the effect of statutes and rules of law that cannot be waived prospectively by a <br /> borrower. <br /> 00085333-3 <br />