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K U T A K ROCK LLP ATLANTA <br /> CHICAGO <br /> SUITE 3000 FAYETTEVILLE <br /> 1801 CALIFORNIA STREET IRVINE <br /> KANSAS CITY <br /> DENVER, COLORADO 80202-2626 LITTLE ROCK <br /> LIOS ANGELES <br /> 303-297-2400 MINNEAPOLIS <br /> FACSIMILE 303-292-7799 OKLAHOMA CITY <br /> OMAHA <br /> www.kutakrock.com PHILADELPHIA <br /> RICHMOND <br /> SCOTTSDALE <br /> I, 2016 SPOKANE <br /> MayWASHINGTON, D.C. <br /> 1WICHITA <br /> THOMAS M. PELTZ <br /> thomas.peltz@kutakrock.com <br /> (303)292-7807 <br /> Colorado Water Conservation Board <br /> Department of Natural Resources <br /> 1313 Sherman Street, Room 721 <br /> Denver, CO 80203 <br /> Re: City of Lamar- Repurposing of Wells 12 and 13 <br /> To Whom It May Concern: <br /> We have been engaged by the City Council (the "Council") of the City of Lamar, acting <br /> by and through the City of Lamar Water Activity Enterprise (the "City") for the sole purpose <br /> providing the bond counsel opinion required by the State of Colorado Department of Natural <br /> Resources Water Conservation Board ("CWCB") in provision A(7) of that certain contract for <br /> the City of Lamar- Repurposing of Wells 12 and 13 (the "Loan Contract"). <br /> The execution by the City of the Loan Contract, including the documents attached <br /> thereto, was approved pursuant to authorizing Ordinance 1202 passed and adopted on second <br /> reading by the City Council on March 28, 2016 (the "Loan Ordinance"). <br /> We have examined the constitution and the laws of the State of Colorado (the "State"), <br /> the City Charter and such certified proceedings, certificates, documents, opinions and other <br /> papers as we deem necessary to render this opinion. As to questions of fact material to our <br /> opinion, we have relied upon the certified proceedings and other certifications of public officials <br /> furnished to us without undertaking to verify the same by independent investigation. We have <br /> assumed the due authorization, execution and delivery of the Loan Contract by, and the <br /> enforceability of the Loan Contract against, the CWCB. <br /> Based upon the foregoing, we are of the opinion, under existing law and as of the date <br /> hereof, that: <br /> (a) the Loan Contract has been duly executed by officers of the City who are <br /> duly elected or appointed and are authorized to execute the Loan Contract and to bind the <br /> City; <br /> (b) the Loan Ordinance authorizing the execution and delivery of the Loan <br /> Contract was duly adopted by the Council, as governing body of the City; <br /> 4816-7128-8626.1 <br />