CT2018-1616 Amendement No. 1 AOL

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NORTON & SMITH, P.C. Castle Pines North Metropolitan District Kutak Rock LLP June 21, 2018 Page 2 Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge, it shall mean that during the course of our representation as described above no information has come to our attention which has given us actual knowledge of the existence or absence of such facts. We have not undertaken any independent investigation to determine the existence or absence of such facts, nor have we undertaken any such investigation with respect to facts certified by anyone, and no inference as to our knowledge of the existence or absence of such facts may be drawn from our representation of the Client. In connection herewith, we have assumed, without independent verification or investigation as to the same: (1)the genuineness and authenticity of all documents submitted to us as originals; (2)the originality and conformance to the originals of all photocopies provided to us in connection with rendering this opinion; (3)that the signatures of persons signing all documents in connection with which this opinion is rendered are genuine and are authorized by the entity on whose behalf such persons have signed, provided, however, that no such assumptions as to such authorization are made as to signatures on behalf of the Client; and (4) that all parties to the documents reviewed by us have full power and authority, and have obtained all consents and/or approvals necessary to execute,deliver and perform thereunder,and all such documents have been duly authorized by all necessary agency or other action on the part of such parties, have been duly executed by such parties and have been duly delivered by such parties,provided,however,that no such assumptions are made as to the Client's power and authority to execute and perform, or its execution and delivery of, any documents. This opinion is limited to the laws of the State of Colorado(the "State"). Based upon the foregoing, and as otherwise qualified herein, we are of the opinion that: 1. The Amendment and the Amendment Resolution have been duly executed by the District's President, who, to the best of our knowledge, is a duly elected director of the District and a duly appointed Secretary,and are authorized to execute the Amendment and the Amendment Resolution and bind the District. This letter contains opinions of this firm which are,in their entirety,subject to and qualified by the following: the obligations of the Client with respect to the Amendment Documents, may all be affected by (i) the provisions of bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditor's rights generally; (ii)compliance or non-compliance by the directors of the Client with laws contained in Section 18-8-308, C.R.S. and under Title 24, Article 18, C.R.S. regarding disclosure of potential conflicts of interest; (iii)principles of equity now or hereafter in effect; (iv)the reasonable exercise in the future by the State and its governmental bodies of the police power inherent in the sovereignty of the State and (v)their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. JMF1624FINAL