CT2015-049 Amend1 Attorney Opinion Letter

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COLLINS COCKREL& COLE Colorado Water Conservation Board September 11,2015 Page 2 described in the Loan Documents, and have made such other investigations of fact and law as we deemed necessary in the circumstances. Terms not otherwise defined herein shall have the same meaning as in Resolution 2015-9-1 of the Borrower dated September 10, 2015 related to the authorization of the Loan Documents and the issuance of the Promissory Note (the "Resolution"). We are not counsel for individual directors of the Borrower or any other entities in the transactions contemplated in the Resolution. The opinions stated herein are given in our limited capacity as legal counsel to the Borrower for general matters. As to questions of material fact to our opinion, we have relied specifically upon the certified proceedings relating to the authorization and delivery of the Loan Documents and issuance of the Promissory Note, and certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation. Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge, it shall mean that during the course of our representation as described above no information has come to our attention which has given us actual knowledge of the existence or absence of such facts. We have not undertaken any independent investigation to determine the existence or absence of such facts, nor have we undertaken any such investigation with respect to facts certified by anyone, and no inference as to our knowledge of the existence or absence of such facts may be drawn from our representation of the Borrower. In connection herewith, we have assumed, without independent verification or investigation as to the same: (1) the genuineness and authenticity of all documents submitted to us as originals; (2) the originality and conformance to the originals of all photocopies provided to us in connection with rendering this opinion; (3) that the signatures of persons signing all documents in connection with which this opinion is rendered are genuine and are authorized by the entity on whose behalf such persons have signed, provided, however, that no such assumptions as to such authorization are made as to signatures on behalf of the Borrower; and (4) that all parties to the documents reviewed by us have full power and authority, and have obtained all consents and/or approvals necessary to execute, deliver and perform thereunder, and all such documents have been duly authorized by all necessary corporate or other action on the part of such parties, have been duly executed by such parties and have been duly delivered by such parties, provided, however, that no such assumptions are made as to the Borrower's {00460630.DOC/}