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BERG HILL GREENLEAF & RUSCITTI LLP <br /> ATTORNEYS & COUNSELORS AT LAW <br /> 1712 Pearl Street•Boulder,Colorado 80302 <br /> Tel:303.402.1600•Fax:303.402.1601 <br /> bhgrlaw.com <br /> 26 June 2015 <br /> PDF COPY VIA EMAIL WITH ORIGINAL VIA OVERNIGHT DELIVERY <br /> Colorado Water Conservation Board <br /> 1313 Sherman, 7th Floor <br /> Denver, Colorado 80203 <br /> Re: LOAN CONTRACT, dated June3o , 2015, between the State of Colorado for <br /> the use and benefit of the Department of Natural Resources, Colorado Water <br /> Conservation Board ("CWCB" or "State") and the Lower Arkansas Valley <br /> Water Conservancy District, acting by and through its Water Activity <br /> Enterprise ("Borrower"); DEED OF TRUST, dated June 13, 2015, granted <br /> by Borrower, to the CWCB; SECURITY AGREEMENT, dated June 13, <br /> 2015, granted by Borrower, to the CWCB; PROMISSORY NOTE, in the <br /> principal amount of $2,560,350.00, dated June 13, 2015, made by Borrower <br /> to the order of CWCB (as payee thereunder); STOCK ASSIGNMENT, for <br /> 408.6 of stock in the Colorado Canal Company, executed by Borrower in <br /> favor of the CWCB; STOCK ASSIGNMENT, for 282 shares of stock in the <br /> and Lake Meredith Reservoir Company, executed by Borrower in favor of <br /> the CWCB; STOCK ASSIGNMENT, for 126.6 shares of stock in the [Lake] <br /> Henry Reservoir Company, executed by Borrower in favor of the CWCB. <br /> Ladies and Gentlemen: <br /> This firm has acted as bond counsel for our client the Lower Arkansas Valley Water <br /> Conservancy District, acting by and through its Water Activity Enterprise, (Borrower) in <br /> connection with the review of the documents set forth above. As we understand the transaction <br /> (the "Transaction") related to the Loan Contract, Deed of Trust, Security Agreement, Promissory <br /> Note, and Stock Assignments, which we did not prepare or negotiate but for purposes of issuing <br /> our opinion assume are accurate: as of the date of this opinion letter, Borrower has acquired <br /> 408.6 shares in the Colorado Canal Company, 282 shares of stock in the Lake Meredith <br /> Reservoir Company, and 126.6 shares of stock in the Henry Reservoir Company; Borrower <br /> purchased these shares using a bridge loan from a local bank; as of the date of this opinion letter, <br /> Borrower will have granted the Deed of Trust, Security Agreement, Promissory Note and Stock <br /> Assignments to CWCB, in connection with certain financing obtained by Borrower from CWCB <br />