CT2016-2055 Amendment No.1 BOL

• Contract/PO #: CT2016-2055
• Contractor Name: Centennial Water and Sanitation District
• Contract Type: Loan
• Loan Projects - Doc Type: Contract Documents

EDWARD J. WALSH, ESQ.
ATTORNEY AND COUNSELOR
600 17th STREET
SUITE 2800 SOUTH
DENVER, COLORADO 80202
TELEPHONE [phone]
EMAIL [e-mail]
June 19, 2018
Centennial Water and Sanitation District Colorado Water Conservation Board
62 W. Plaza Drive Attn: Finance Section
Highlands Ranch, CO 80129 1313 Sherman Street,Room 718
Denver,CO 80203
RE: Centennial Water and Sanitation District
Loan Contract Amendment No. 1 and Amended Promissory Note with the
Department of Natural Resources, Colorado Water Conservation Board in the
amended principal amount of S37,573,717 for Construction (72445/C150405B)
Ladies and Gentlemen:
I am bond counsel to Centennial Water and Sanitation District, Douglas County, Colorado
(the "District"), and have represented the District in connection with the above-referenced Loan
Contract Amendment No. 1 and Amended Promissory Note between the District and the
Department of Natural Resources, Colorado Water Conservation Board ("CWCB") (the "Loan
Contract"). In connection therewith I have examined originals or copies, certified or otherwise,
identified to my satisfaction,of Resolution 14-145 of the Board of Directors of the District adopted
on September 29,2014("Resolution 14-145")as supplemented by Resolution 15-141 of the Board
of Directors of the District adopted on October 6,2015("Resolution 15-141")and as supplemented
by Resolution 18-123 adopted on June 19, 2018 ("Resolution 18-123") (collectively, Resolution
14-145,Resolution 15-141,and Resolution 18-123 are referred the "Loan Resolution"). The Loan
Resolution authorized and approved the Loan Contract Amendment No. 1, the Amended
Promissory Note, Amendment Security Agreement, and related documents (the "District
Documents"). I have also made such other investigations of fact and review of laws as I deemed
necessary in the circumstances, including the provisions of Article X, Section 20 of the Colorado
Constitution("Section 20"). At an election held in the District on the 3rd day of November, 1992,
in accordance with law and pursuant to due notice, the registered electors did on Question No. 4,
carry in the affirmative by a majority of ballots cast, the question of authorizing the District to
create any multiple-fiscal year obligation debt or other financial obligation whatsoever, including
revenue bonds without an adequate present cash reserve pledged irrevocably or held for payment
thereof in future years.
Based upon the foregoing, I am of the opinion that:
1. The District is duly organized and existing as a water and sanitation district under
the laws of the State of Colorado and is a quasi-municipal corporation and a political subdivision