CT2018-1616 Amendement No. 1 AOL

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NORTON & SMITH P. C . Charles E. Norton Attorneys at Law Kristin N.Cisowski Erin M. Smith 133117th Street,Suite 500 Denver,Colorado 80202-1555 Of Counsel Telephone (303) 292-6400 The Phillips Law Office,LLC Facsimile (303) 292-6401 Joan M. Fritsche June 21, 2018 Castle Pines North Metropolitan District Douglas County, CO Kutak Rock LLP Denver, CO 80202 RE: Castle Pines North Metropolitan District, acting by and through its Water Activity Enterprise,Douglas County,Colorado Colorado Water Conservation Board Loan (Chatfield Reallocation Project) Loan Contract Amendment No. 1 (Contract No. CT2018-1616/CMS 110365) Ladies and Gentlemen: We are general counsel to the Castle Pines North Metropolitan District (the "Client" or "District") in Douglas County, Colorado and have represented the Client in connection with the execution and delivery of the above-referenced State of Colorado Department of Natural Resources Water Conservation Board (the "CWCB") 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/C 150404B and the corresponding original Promissory Note and original Security Agreement (collectively, the "Original Contract"). In connection therewith, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Amendment documents delivered on this date (the "Amendment Documents") and have made such other investigations of fact and law as we deemed necessary in the circumstances. Terms not otherwise defined herein shall have the same meaning as in the resolution of the Client dated June 18, 2018 related to the Amendment (the "Amendment Resolution"). We are not counsel for individual directors of the Client or any other parties in the transactions contemplated in the Amendment Resolution. The opinions stated herein are given in our limited capacity as legal counsel to the Client for general matters. As to questions of fact material to our opinion,we have relied specifically upon the certified proceedings relating to the authorization, execution and delivery of the Amendment, and certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation. JMF1624FINAL