CT2015-175 Attorney Opinion Letter

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CWCB 26 June 2015 Page 2 pursuant to the terms of a certain Loan Contract (the "Loan Contract") executed by Borrower and to be executed by the CWCB. At the request of our client, the Lower Arkansas Valley Water Conservancy District, acting by and through its Water Activity Enterprise, we have been asked to provide this opinion letter pursuant to Section A.7 of the Loan Contract, and this opinion letter is furnished to you pursuant to such request. Other capitalized terms used herein which are defined in the Loan Contract and other loan documents shall have the meanings as set forth therein, unless otherwise expressly defined herein. For purposes of this opinion letter, as further set forth below, we have examined only those copies of the documents listed and attached on SCHEDULE 1 attached hereto (i.e., the Loan Contract and the other Loan Documents), which are limited to the Loan Contract, Deed of Trust, Security Agreement, Promissory Note, and Stock Assignments, and the documents listed on SCHEDULE 2 attached hereto (i.e., the Borrower's Documents), which are limited to court orders appointing directors of the Borrower, meeting minutes concerning the election of Borrower's officers, resolutions establishing the Lower Arkansas Valley Water Enterprise Activity and authorizing the Transaction, and Borrower's Auditor's Report for 2014. In our examination of the Loan Contract and other Loan Documents, we have assumed that that the Loan Contract will be duly signed by the CWCB and that the other Loan Documents have been or will be duly signed and duly acknowledged by the appropriate parties and authorized individuals, the genuineness of all signatures, the authority and legal capacity of all natural persons, the accuracy and completeness of the Loan Contract and the other Loan Documents, the authority and authenticity of the Loan Contract and all originals of the other Loan Documents, and the conformity to authentic originals of the Loan Contract and the other Loan Documents, submitted to us as copies (including telecopies). Note, however,that in connection with the opinions hereinafter set forth, we have limited the scope of our review to only electronic copies and/or photocopies and e-mails of the Loan Documents, as provided to us by email on June 18, 2015 at 5:27 p.m. Colorado time), and which are attached under SCHEDULE 1. We have assumed with your permission that the Loan Contract and the other Loan Documents have been or will be appropriately completed, executed and delivered in consummation of the Transaction contemplated hereunder, in the forms submitted to us for review and that the same are or will be identical in all material and relevant respects with the copies of the Loan Contract and other Loan Documents we have examined and on which this opinion is based, with all appropriate schedules and exhibits attached and all dates and blanks appropriately filled in. AS TO ALL MATTERS OF FACT RELEVANT TO THE OPINIONS EXPRESSED AND OTHER STATEMENTS MADE HEREIN, WE HAVE RELIED ON THE REPRESENTATIONS AND STATEMENTS OF FACT MADE IN THE LOAN CONTRACT, OTHER LOAN DOCUMENTS AND BORROWER'S DOCUMENTS, WE HAVE NOT INDEPENDENTLY ESTABLISHED THE FACTS SO RELIED ON, AND ' WE HAVE NOT MADE ANY INVESTIGATION OR INQUIRY OTHER THAN OUR EXAMINATION OF THE LOAN CONTRACT, OTHER LOAN DOCUMENTS AND BORROWER'S DOCUMENTS. THIS OPINION LETTER IS GIVEN, AND ALL STATEMENTS HEREIN ARE MADE,IN THE CONTEXT OF THE FOREGOING.