CT2017-1008 Attorney Opinion Letter

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KUTAK ROCK LLP Pagosa Area Water and Sanitation District Colorado Water Conservation Board June 16,2016 Page 2 qualification of the Water Activity Enterprise, we have relied upon the representations of the District contained in the Loan Documents, the Approving Resolution and the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. We have assumed the due authorization, execution and delivery of the Loan Contract by, and the enforceability of the Loan Contract against, the CWCB. Based upon and in reliance on the foregoing, we are of the opinion, under existing law and as of the date hereof,that: (a) The Loan Documents have been duly executed by officers of the District who are duly elected or appointed and are authorized to execute the Loan Documents and to bind the District. (b) The Approving Resolution was duly adopted by the Board of Directors of the District, acting as the governing body of the Water Activity Enterprise. (c) There are no provisions in the Constitution or laws of the State of Colorado that prevent the Loan Documents from binding the District. (d) The Loan Documents comprise a valid and binding special revenue obligation of the District, legally enforceable against the District in accordance with the terms of the Loan Documents. We note that the principal of and interest on the Note are payable only out of the Adjusted Net Revenue, as more particularly set forth in the Loan Documents and the Approving Resolution. The rights of the CWCB under the Loan Contract and as holder of the Note and the enforceability of the Loan Documents may be limited by the effect of, and by restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors' rights generally heretofore or hereafter enacted or other laws,judicial decisions, and principles of equity relating to the enforcement of contractual obligations generally, and are further subject as to enforceability to judicial discretion, to the exercise by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State, and to the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. We express no opinion herein as to any matter not specifically set forth above. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. 4834-7289-9634.4