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FELT, MONSON & CULICHIA, LLC <br /> Attorneys at Law <br /> 319 North Weber Street,Colorado Springs,CO 80903 <br /> Christopher D.Cummins Telephone:719-471-1212 <br /> David M.Shohet Fax:719-471-1234 <br /> Ryan W. Farr <br /> Steven T. Monson-Of Counsel <br /> James W.Culichia-Of Counsel Email:jwc @fmcwater.com <br /> James G. Felt, Retired <br /> October 12, 2015 <br /> Peg Mason <br /> Contracts Manager <br /> Colorado Water Conservation Board <br /> Water Supply and Finance Section <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> Re: Center of Colorado Water Conservancy District <br /> CWCB Loan Contract No. CT2016-2047 <br /> CWCB Loan Contract No. CT2016-2048 <br /> Dear Peg: <br /> We are attorneys admitted to practice in the State of Colorado and we have acted as <br /> counsel to the Center of Colorado Water Conservancy District ("CCWCD") which <br /> proposes to enter into CWCB Loan Contract No.CT2016-2047 and CWCB Loan Contract <br /> No. CT2016-2048 (collectively the "Loan Contracts") with the Colorado Water <br /> Conservation Board ("CWCB"), and have acted as such in connection with the <br /> authorization, execution and delivery by CCWCD of the Loan Contracts and the related <br /> Loan Documents. In connection with that representation, it is our opinion that: <br /> 1. The Loan Contracts and applicable Loan Documents have been duly executed <br /> by the officers of CCWCD who are duly appointed and are authorized to <br /> execute the contract and to bind CCWCD. <br /> 2. The resolution of CCWCD authorizing the execution and delivery of the <br /> contract and the related Loan documents necessary to fully document and <br /> implement the Loan terms were duly adopted by the Board of Directors of <br /> CCWCD. <br /> CCWCD-Loan opinion letter re Chatfield CWCB Loans <br /> Page 1 <br />