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BUTLER <br /> January 9, 2015 <br /> Northern Water Hydropower Water Activity Enterprise <br /> 220 Water Avenue <br /> Berthoud, CO 80513 <br /> State of Colorado <br /> For the Benefit of <br /> The Department of Natural Resources, Colorado Water Conservation Board <br /> Attention: Finance Section <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> Ladies and Gentleman: <br /> We have acted as bond counsel to Northern Water Hydropower Water Activity Enterprise (the <br /> "Enterprise"), a government-owned business within the meaning of Article X, Section 20(2)(d) <br /> of the Colorado Constitution, organized pursuant to C.R.S. §37-45.1-101 et seq., and owned by <br /> the Northern Colorado Water Conservancy District, in connection with the execution and <br /> delivery by the Enterprise of the Loan Contract (the "Loan Contract") between the State of <br /> Colorado for the use and benefit of The Department of Natural Resources, Colorado Water <br /> Conservation Board ("CWCB") and the Enterprise granting a loan (the "Loan") from CWCB to <br /> the Enterprise in the amount $5,135,183 to finance the construction of the 1.2 megawatt Granby <br /> Hydropower Project (the "Project"). Capitalized terms used herein and not otherwise defined <br /> herein shall have the respective meanings ascribed to such terms in the Loan Contract. <br /> All amounts payable by the Enterprise under the terms of the Loan Contract and the Loan, are <br /> payable solely from the sources described in, and are subject to all the conditions set forth in, the <br /> Loan Contract. In addition, the Northern Colorado Water Conservancy District is not obligated, <br /> either directly or indirectly, to make any payments in respect of the Loan Contract, the Loan or <br /> the Project. <br /> We have reviewed the Constitution and the laws of the State of Colorado and certain proceedings <br /> taken by the Enterprise in connection with the authorization, execution and delivery by the <br /> Enterprise of the Loan Contract. We have also reviewed such other information and documents <br /> as we consider necessary to render this opinion. <br /> T 720.330.2300 1801 California Street <br /> F 720.330.2301 Suite 5100 <br /> avavzv.butlersnoni.corn Denver, CO 80202 <br /> BUTLER SNOW LLP <br />