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Northern Water Hydropower Water Activity Enterprise Page 2 <br /> Colorado Water Conservation Board January 9, 2015 <br /> We are of the opinion that: <br /> 1. The Loan Contract has been duly executed by officers of the Enterprise who are duly <br /> elected or appointed and are authorized to execute the Loan Contract and to thereby bind the <br /> Enterprise under the terms of the Loan Contract. <br /> 2. The resolution of the Enterprise, adopted December 19, 2014, authorizing the execution <br /> and delivery of the Loan Contract was duly adopted by the governing body of the Enterprise. <br /> 3. There are no provisions in the Colorado Constitution or any other state or local law that <br /> prevent the Loan Contract from binding the Enterprise in accordance with the terms of the Loan <br /> Contract. <br /> 4. The Enterprise is a water activity enterprise in accordance with C.R.S. §§37-45.1-101 et <br /> seq. for the purposes of acquiring, constructing, operating and maintaining hydropower plants. <br /> 5. The Loan Contract, when duly authorized, executed and delivered by the CWCB, will be <br /> valid and binding against the Enterprise. <br /> Our opinions are based on existing law, which is subject to change. Such opinions are further <br /> based on our knowledge of facts as of the date hereof. We assume no duty to update or <br /> supplement our opinion to reflect any facts or circumstances that may hereafter come to our <br /> attention or to reflect any changes in any law that may hereafter occur or become effective. <br /> Moreover, our opinions are not a guarantee of result; rather, such opinions represent our legal <br /> judgment based upon our review of existing law that we deem relevant to such opinions and in <br /> reliance upon the representations and covenants referenced above. <br /> The opinions contained herein are qualified to the extent that the enforceability of the Loan <br /> Contract and the Loan may be limited as to the effect of, or for restrictions or limitations <br /> imposed by or resulting from, applicable bankruptcy, insolvency, debt adjustment, moratorium, <br /> reorganization or other similar laws affecting creditors' rights generally and judicial discretion <br /> and the valid exercise of the sovereign police powers of the State of Colorado and of the <br /> constitutional powers of the United States of America and no opinion is being rendered as to the <br /> availability of any particular remedy therefor. <br /> The opinions contained herein are rendered only to the Enterprise and CWCB and are solely for <br /> their respective benefits in connection with the Loan Contract. These opinions may not be relied <br /> upon by either the Enterprise or CWCB for any other purpose, or relied upon by any other <br /> person, firm, corporation or governmental body for any reason, without our prior written <br /> consent. You may, however, deliver a copy of this opinion to your accountants and attorneys <br /> and to governmental regulatory agencies having jurisdiction over you. This opinion is expressly <br /> limited to the matters set forth above and we render no opinion, whether by implication or <br /> otherwise, as to any other matter. <br /> Respectfully submitted, <br />