CT2016-2049 Attorney Opinion Letter

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KUTAK ROCK LLP October 15, 2015 Page 2 Based upon the foregoing, we are of the opinion, under existing law and as of the date hereof, that: (a) the Loan Contract has been duly executed by officers of the Borrower who are authorized to execute the Loan Contract and to bind the Borrower; and (b) the Loan Resolution of the Borrower authorizing the execution and delivery of the Loan Contract, including the Project Summary, Promissory Note and Security Agreement attached thereto, were duly adopted by the governing body of the Borrower; and (c) there are no provisions in the Colorado Constitution or any other State of Colorado or local law applicable to the Borrower that prevents the Loan Contract from binding the Borrower; and (d) the Loan Contract will be valid and binding against the Borrower if entered into by the CWCB; and (e) the Borrower was formed and is operated and maintained as a water activity enterprise pursuant to Article 45.1, Title 37, C.R.S. and as an enterprise within the meaning of Article X, Section 20 of the Colorado Constitution. We note that the revenues pledged for repayment of the loan are solely those revenues defined as the "Pledge Revenues" in the Loan Resolution, as more particularly set forth in the Loan Resolution. The rights of the CWCB under the Loan Contract, Promissory Note, and Security Agreement, and the enforceability of the Loan Contract, Promissory Note, and Security Agreement 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. 4812-7150-3401.1