CT2018-1616 Amendment No. 1 BOL - Laserfiche WebLink

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KUTAKROCK Kutak Rock LLP 1801 California Street,Suite 3000,Denver,CO 80202-2652 office 303.297.2400 June 21, 2018 Colorado Water Conservation Board Department of Natural Resources 1313 Sherman Street, Room 719 Denver, Colorado 80203 Re: Castle Pines North Metropolitan District, acting by and through its Water Activity Enterprise Colorado Water Conservation Board Loan(Chatfield Reallocation Project) Loan Contract Amendment No. 1 (Contract Number CMS 110365/CT2018-1616) To Whom It May Concern: We have been engaged by Castle Pines North Metropolitan District, acting by and through its Water Activity Enterprise (the "Borrower"), to provide the bond counsel opinion required by the State of Colorado Department of Natural Resources Water Conservation Board (the "CWCB") in Section 7 of that certain Loan Contract Amendment No. 1 (CMS 110365/CT2018-1616) including the Amendment to Promissory Note set forth in Appendix A of the Amendment and the Amendment to Security Agreement set forth in Appendix B of the Amendment (collectively, the "Amendment"), which amends that certain Original Loan Contract Number CMS 72702/C150404B and the corresponding original Promissory Note and original Security Agreement (collectively, the "Original Contract"). The execution and delivery by the Borrower of the Amendment was approved pursuant to Resolution No. 2018-006 passed and adopted by the Board of Directors of the Borrower on June 18, 2018 (the "Amendment Resolution"). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Amendment; provided, however, that except as specifically modified by the Amendment, all terms used in the Amendment that are defined in the Original Contract shall be construed and interpreted in accordance with the Original Contract. We have examined the constitution and the laws of the State of Colorado (the "State"), and such certified proceedings, certificates, documents, opinions and other papers as we deem necessary to render this opinion including, without limitation, the General Counsel Opinion (defined below). As to questions of fact material to our opinion, we have relied upon the 4821-1667-5432.1