CT2015-105 Attorney Opinion Letter

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