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EDWARD J. WALSH, ESQ. <br /> ATTORNEY AND COUNSELOR <br /> 600 17th STREET <br /> SUITE 2800 SOUTH <br /> DENVER,COLORADO 80202 <br /> TELEPHONE 303-263-9987 <br /> EMAIL edwardwalsh68 @gmail.com <br /> October 15, 2015 <br /> Centennial Water and Sanitation District Colorado Water Conservation Board <br /> 62 W. Plaza Drive Attn: Finance Section <br /> Highlands Ranch, CO 80129 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> RE: Centennial Water and Sanitation District <br /> Loan Contract and Promissory Note with the Department of Natural Resources, <br /> Colorado Water Conservation Board in the principal amount of <br /> $28,527,450 for Construction (72445/C150405B) <br /> Ladies and Gentlemen: <br /> I am bond counsel to Centennial Water and Sanitation District, Douglas County, <br /> Colorado (the "District"), and have represented the District in connection with the above- <br /> referenced Loan Contract and Promissory Note between the District and the Department of <br /> Natural Resources, Colorado Water Conservation Board ("CWCB") (the "Loan Contract"). In <br /> connection therewith I have examined originals or copies, certified or otherwise, identified to my <br /> satisfaction, of Resolution 14-145 of the Board of Directors of the District adopted on September <br /> 29, 2014 ("Resolution 14-145") as supplemented by Resolution 15-141 of the Board of Directors <br /> of the District adopted on October 6, 2015 (collectively, the "Loan Resolution). The Loan <br /> Resolution authorized and approved the Loan Contract, Promissory Note, Security Agreement, <br /> and related documents (the "District Documents"). I have also made such other investigations of <br /> fact and review of laws as I deemed necessary in the circumstances, including the provisions of <br /> Article X, Section 20 of the Colorado Constitution ("Section 20"). At an election held in the <br /> District on the 3rd day of November, 1992, in accordance with law and pursuant to due notice, <br /> the registered electors did on Question No. 4, carry in the affirmative by a majority of ballots <br /> cast, the question of authorizing the District to create any multiple-fiscal year obligation debt or <br /> other financial obligation whatsoever, including revenue bonds without an adequate present cash <br /> reserve pledged irrevocably or held for payment thereof in future years. <br /> Based upon the foregoing, I am of the opinion that: <br /> 1. The District is duly organized and existing as a water and sanitation district under <br /> the laws of the State of Colorado and is a quasi-municipal corporation and a political subdivision <br /> of the State of Colorado having power and authority to execute, deliver, and perform its <br /> obligations under the District Documents. <br />