CT2015-175 Attorney Opinion Letter

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CWCB 26 June 2015 Page 4 5. The Borrower was formed and is operated as a water activity enterprise pursuant to the provision of CRS §§ 37-45.1-101 et seq. and is a government-owned business authorized to issue its own revenue bonds and receiving fewer than 10% of annual revenue in grants from all Colorado state and local governments combined within the meaning of Article X, Section 10 of the Colorado Constitution. Moreover, our opinions expressed above are also subject to the effect of: (i)bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting creditors' rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers); (ii) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law); and (iii) a change in law. We express no opinion herein as to any other laws and regulations not specifically identified above (and in particular, we express no opinion as to any effect that such other laws and regulations may have on the opinions expressed herein). We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely in connection with the closing of the contemplated Transaction on the date hereof, and should not be quoted in whole or in part or otherwise be referred to, and should not be filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm. Furthermore, this opinion letter is furnished by us as bond counsel for and at the request of our client and the opinions expressed in this letter are given solely for the review and benefit of the CWCB in connection with the Transaction referred to herein. The opinions expressed in this letter may not be referred to, quoted or relied upon, in whole or in part, by any other person or entity, nor may copies be furnished to any other person or entity without our prior written consent. The opinions expressed herein are limited to the matters set forth herein; no opinion may be inferred or implied beyond the matters expressly contained herein. Very truly yours, BER GREENLEAF&RUSCITTI LLP ,410.1110" _ • ann■M. ;'uscitti, Partne 4 /t/ir Peter D.Nichols, Partner Encl.: Loan Documents Borrower Documents Cc: Brenda Fillmore, Lower Arkansas Water Conservancy District