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CWCB <br /> 26 June 2015 <br /> Page 3 <br /> As used in this opinion letter, the phrase "to our knowledge" or"known to us" means the <br /> actual knowledge (that is, the conscious awareness of facts or other information) of lawyers <br /> currently in the firm who have given substantive legal attention to representation of the Borrower <br /> in connection with the Loan Contract and other Loan Documents. <br /> This opinion letter is based as to matters of law solely on applicable provisions of the <br /> Applicable State Law (as defined below). We are admitted to practice law in the State of <br /> Colorado and we express no opinion concerning the laws of any other jurisdiction, including <br /> Federal laws, or the effect thereof. As used herein, "Applicable State Law" means the statutes, <br /> the judicial and administrative decisions, and the rules and regulations of the governmental <br /> agencies of the State of Colorado, but subject to any limitations on coverage as set forth in this <br /> Opinion Letter. Furthermore, our opinions are based upon a review of only those laws and <br /> regulations that, in our experience, are generally recognized as applicable to transactions of the <br /> type contemplated in the Loan Contract and other Loan Documents. We express no opinion <br /> herein as to federal or state securities, antitrust, unfair competition, banking, or tax laws or <br /> regulations, or laws or regulations of any political subdivision below the state level other than the <br /> Lower Arkansas Valley Water Conservancy District and it's the Lower Arkansas Valley Water <br /> Activity Enterprise. In addition, without limitation of the foregoing, the terms "Applicable <br /> State Law" do not include, and we express no opinion with regard to any local, state or federal <br /> laws, rules or regulations relating to: (i)pollution or protection of the environment; (ii) zoning, <br /> land use, building or construction; (iii) occupational safety and health or other similar matters; <br /> (iv) labor, employee rights and benefits, including the Employment Retirement Income Security <br /> Act of 1974, as amended; (v) corrupt practices, including, without limitation, the Foreign <br /> Corrupt practices Act of 1977, as amended; and(vi) copyrights, patents and trademarks. <br /> Based upon, subject to and limited by the limitations and qualifications set forth in this <br /> opinion letter, we are of the opinion that: <br /> 1. Lynden Gill is the duly elected Chairman of the Lower Arkansas Valley Water <br /> Conservancy District and authorized to execute the Loan Contract, acting by and through its <br /> Water Activity Enterprise. The Loan Contract duly executed by Mr. Gill will bind the <br /> Borrower. <br /> 2. Resolution 2015-01 of the Lower Arkansas Valley Water Conservancy District, <br /> acting by and through its Water Activity Enterprise, authorizing the execution and delivery of the <br /> Loan Contract to the CWCB was duly adopted by the governing body of the Borrower. <br /> 3. There are no provisions of the Colorado Constitution or any other state or <br /> applicable and binding local law that prevent the Loan Contract from binding the Borrower. <br /> 4. The Loan Contract will be valid and binding against the Borrower if entered into <br /> by the CWCB subject to typical limitations related to bankruptcy, police power, and creditor's <br /> rights generally, as set forth below in this opinion letter. <br />