CT2015-049 Amend1 Attorney Opinion Letter

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COLLINS COCKREL& COLE Colorado Water Conservation Board September 11,2015 Page 3 power and authority to execute and perform, or its execution and delivery of, any documents. This opinion is limited to the laws of the State of Colorado (the "State"). Based upon the foregoing, and subject to the last three numbered paragraphs hereof and as otherwise qualified herein, we are of the opinion that: 1. The Loan Contract has been duly executed by officers of the Borrower who are duly elected or appointed and are authorized to execute the Loan Contract and to bind the Borrower. 2. The Resolution of the Borrower authorizing the execution and delivery of the Loan Documents was duly adopted by the governing body of the Borrower. 3. There are no provisions in the Colorado Constitution or any other state or local law that prevents the Loan Contract from binding the Borrower. 4. The Loan Contract will be valid and binding against the Borrower if entered into by the CWCB. 5. The election held by the Borrower to obtain voter approval of this Loan met all requirements of the Colorado Constitution or any other state or local law. 6. There is no pending action, suit, proceeding or investigation at law or in equity before or by any court, public board or body in which the Borrower is a party or has been served with actual notice, nor, to the best of our knowledge and information, is there any action threatened against or materially affecting the Borrower wherein an unfavorable decision, finding or ruling would materially adversely affect the transactions contemplated by the Loan Contract and the Resolution. This letter contains opinions of this firm which are, in their entirety, subject to and qualified by the following: the obligations of the Borrower with respect to the Loan Contract, may all be affected by (i) the provisions of bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditor's rights generally; (ii) compliance or non-compliance by the directors of the Borrower with laws contained in Section 18-8-308, C.R.S. and under Title 24, Article 18, C.R.S. regarding disclosure of potential conflicts of interest; (iii) principles of equity now or hereafter in effect; (iv) the reasonable exercise in the future by the State and its {00460630.DOC/}