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K U T A K ROCK LLP ATLANTA <br /> CHICAGO <br /> SUITE 3000 FAYETTEVILLE <br /> 1801 CALIFORNIA STREET I R V I N E <br /> KANSAS CITY <br /> DENVER, COLORADO 80202-2628 LITTLE ROCK <br /> LOS ANGELES <br /> 303-297-2400 <br /> MINNEAPOLIS <br /> FACSIMILE 303-292-7799 OKLAHOMACITY <br /> OMAHA MAHA <br /> PHILADELPHIA <br /> www.kutskrock.com RICHMOND <br /> ROGERS <br /> SCOTTSDALE <br /> SPOKANE <br /> WASHINGTON. D.C. <br /> June 16, 2016 WICHITA <br /> Pagosa Area Water and Sanitation District <br /> Archuleta County,Colorado <br /> Colorado Water Conservation Board <br /> Denver, Colorado <br /> Pagosa Area Water and Sanitation District, Archuleta County, Colorado <br /> Acting by and through its Water Activity Enterprise <br /> Loan Contract("Loan B") and Promissory Note with <br /> Colorado Water Conservation Board <br /> We have been engaged by Pagosa Area Water and Sanitation District, Archuleta County, <br /> Colorado, acting by and through its Water Activity Enterprise (as so acting, the "District"), as <br /> bond counsel in connection with the execution and delivery of(a) a Loan Contract (including the <br /> Security Agreement and Project Summary appended thereto, the "Loan Contract') between the <br /> District and the Colorado Water Conservation Board (the "CWCB") providing for the loan <br /> described as "Loan B" in the Agreement to Restructure dated as of October 27, 2015, as <br /> amended by the Amendment to Agreement to Restructure dated as of April 27, 2016, by and <br /> among the District, the CWCB and the San Juan Water Conservatory District, and (b) a <br /> Promissory Note appended to the Loan Contract as Appendix 3 thereto made by the District to <br /> the CWCB pursuant to the Loan Contract (the "Note" and, collectively with the Loan Contract, <br /> the"Loan Documents"). <br /> The Note matures, bears interest at the rate, and is payable in the manner and subject to <br /> the conditions and limitations provided in the Loan Contract and the resolution authorizing the <br /> execution and delivery of the Loan Documents adopted on June 16, 2016 by the Board of <br /> Directors of the District, acting as the governing body of the Water Activity Enterprise (the <br /> "Approving Resolution"). Capitalized terms used but not defined herein have the meanings <br /> assigned to them in the Loan Documents and the Approving Resolution. <br /> We have examined the Constitution and laws of the State of Colorado and such certified <br /> proceedings, certificates, documents, opinions and other papers as we deem necessary to render <br /> this opinion. As to questions of fact material to our opinion, including the status and <br /> 4834-7289-9634.4 <br />