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EDWARD J. WALSH, ESQ. <br /> Centennial Water and Sanitation District <br /> Colorado Water Conservation Board <br /> October 15, 2015 Page 2 <br /> 2. The District Documents have been duly authorized, executed, and delivered on <br /> behalf of the District and assuming execution by CWCB are the valid and binding obligations of <br /> the District enforceable in accordance with their respective terms except as such enforceability <br /> may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws applicable <br /> to the District, affecting generally the enforcement of creditors' rights, and equitable principles of <br /> general applicability. <br /> 3. The Loan Resolution has been duly adopted by the District, complies in all <br /> material respects with the procedural rules of the District and the requirements of Colorado law, <br /> and remains in full force and effect on the date hereof <br /> 4. The members of the Board of Directors and the officers of the District have been <br /> duly elected or appointed, and are qualified to serve as such. <br /> 5. To the best of my knowledge, no additional or further approval, consent, or <br /> authorization of any governmental or public agency or authority not already obtained is required <br /> by the District in connection with (a) entering into and performing its obligations under the Loan <br /> Contract and the District Documents. The execution and delivery of such documents, and com- <br /> pliance with the provisions thereof, will not to the best of my knowledge, conflict with, result in <br /> any breach of any provision of, or constitute a default under or create any lien under, any <br /> indenture, commitment, agreement, or instrument to which the District is a party or by which it is <br /> bound, or under any existing law, rule, regulation, ordinance,judgment, order, or decree known <br /> to us to which the District (or any of its officers in their respective capacities as such) is subject. <br /> 6. The District has voter approval in advance under Section 20 for the creation of <br /> any multiple-fiscal year direct or indirect district debt or other financial obligation whatsoever <br /> without adequate present cash reserves pledged irrevocably and held for payments in all future <br /> fiscal years. In addition, the District operates as an enterprise which is exempt from Section 20. <br /> This opinion is given as of the date hereof and I assume no obligation to update, revise or <br /> supplement this opinion to reflect any facts or circumstances that may hereafter come to my <br /> attention or any changes in law that may hereafter occur. <br /> Respectfully submitted, <br /> Edward J. alsh, Esq. <br />