Central CO Attorney Opinion Letter

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KUTAK ROCK LLP February 3, 2015 Page 2 (b) the Loan Resolution authorizing the execution and delivery of the Loan Contracts was duly adopted by the Board, as governing body of the District; (c) there are no provisions in the Colorado Constitution or any other State or local law applicable to the District that prevent the Loan Contracts from binding the District; (d) the Loan Contracts will be valid and binding against the District if entered into by the CWCB; and (e) the election held by the District on November 6, 2012, pursuant to which the District obtained voter approval of the repayment obligation represented by the Loan Contracts, met all requirements of the Colorado Constitution and any other applicable State or local law. We note that pledged for repayment of the loan are solely those revenues defined as the "Pledge Revenues" in the Loan Contracts and the Loan Resolution, all as more particularly set forth in the Loan Contracts and the Loan Resolution. The rights of the CWCB under the Loan Contracts and the enforceability of the Loan Contracts may be limited by the effect of, and by restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors' rights generally heretofore or hereafter enacted or other laws, judicial decisions, and principles of equity relating to the enforcement of contractual obligations generally, and are further subject as to enforceability to judicial discretion, to the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State, and to the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. We express no opinion herein as to any matter not specifically set forth above. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. This opinion may be relied upon solely by the addressee hereto in connection with the execution and delivery of the Loan Contracts. This opinion may not be relied upon for any other purpose or by any person other than the addressee. Sincerely, Kutak ock LLP By: Thomas M. Peltz, Partner 4816-2200-7073.1