Central CO Attorney Opinion Letter

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L NCE JONES OUSTER GRASMICK LLP ATTORNEYS AT LAW `� 5245 RONALD REAGAN BLVD.,SUITE 1 WWW.LJCGLAW.COM JOHNSTOWN,COLORADO 80534 Brad @Jjeglaw.com TELEPHONE:970-622-8181 Kim R.Lawrence • P.Andrew Jones• Kelly J.Custer • Bradley C.Grasmick• David P.Jones•Alyson K.Scott • Curran A.Trick October 14, 2015 Colorado Water Conservation Board Denver, Colorado To Whom It May Concern: This letter is being written to you in connection with the loans by and between the Colorado Water Conservation Board and the Central Colorado Water Conservancy District in a total amount of $28,451,700 represented by the following contracts (hereinafter the"Loans"): $3,187,560 pursuant to Loan Contract C150407A; $18,263,830 pursuant to Loan Contract C150407B; and $7,000,310 pursuant to Loan Contract C150407C. On or about November 6, 2012 a majority of the qualified electors of the District who voted in that election authorized the issuance of general obligation indebtedness for water related projects in an amount not to exceed Sixty Million Dollars. The District has issued bonds in the amount of$29,250,000 on or about April 30, 2013. On or about November 18, 2014, the Board of Directors of the Central Colorado Water Conservancy District voted to authorize and approve entering into the Loans with the Colorado Water Conservation Board. The total amount borrowed pursuant to the authority granted in the November 2012 election, including the Loans will equal approximately $57,701,700. We hereby certify that the debt service requirements related to the District's existing debt incurred pursuant to the November 6, 2012 election including the proposed Loans described above do not exceed the maximum annual and total repayment cost parameters approved by the voters of the District at the election held on or about November 6, 2012 and that the District has sufficient authorization to enter into the aforementioned Loans.