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BUTLER <br /> August 1, 2017 <br /> Colorado Water Conservation Board <br /> Denver, Colorado 80203 <br /> Southeastern Colorado Water Conservancy District, <br /> Acting by and Through its Water Activity Enterprise <br /> Pueblo, Colorado <br /> Southeastern Colorado Water Conservancy District <br /> Acting by and through its Water Activity Enterprise <br /> 2017 Loan Contract with the <br /> Colorado Water Conservation Board <br /> Ladies and Gentlemen: <br /> We have acted as bond counsel to the Southeastern Colorado Water <br /> Conservancy District, acting by and through its Water Activity Enterprise (the "Enterprise") <br /> in connection with the authorization, execution and delivery to the Colorado Water <br /> Conservation Board ("CWCB") of a loan contract(the "Loan Contract"), a security agreement <br /> (the "Security Agreement"), and a promissory note (the "Note" and, together with the Loan <br /> Contract, and the Security Agreement, collectively the "Loan Documents"), which Loan <br /> Documents were authorized by ordinance resolution duly adopted by the Board of Directors, <br /> acting as the governing body of the Enterprise (the "Board") on July 20, 2017, and pursuant to <br /> which the CWCB will loan the Enterprise aggregate amount of not to exceed $17,392,200. <br /> In our capacity as bond counsel, we have examined the Enterprise's certified <br /> proceedings and such other documents and such law of the State of Colorado and of the <br /> United States of America as we have deemed necessary to render this opinion letter. <br /> Capitalized terms not otherwise defined herein shall have the meanings ascribed to them by <br /> the Loan Documents. <br /> Regarding questions of fact material to our opinions, we have relied upon the <br /> Enterprise's certified proceedings and other representations and certifications of public <br /> officials, the general counsel of the Enterprise, and others furnished to us without undertaking <br /> to verify the same by independent investigation. <br /> Based upon such examination, it is our opinion as bond counsel that: <br /> 1. The Enterprise has full legal right and authority to execute the Loan <br /> Documents and to observe and perform its duties, covenants, obligations and agreements <br /> thereunder. <br /> T 720.330.2300 1801 California Street <br /> F720.330.2301 Suite 5100 <br /> www.butlersnow.com Denver,CO80202 <br /> BUTLER Snow LLP <br />