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of the State of Colorado having power and authority to execute,deliver,and perform its obligations <br /> under the District Documents. <br /> 2. The District Documents have been duly authorized, executed, and delivered on <br /> behalf of the District and assuming execution by CWCB are the valid and binding obligations of <br /> the District enforceable in accordance with their respective terms except as such enforceability <br /> may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws applicable <br /> to the District, affecting generally the enforcement of creditors'rights, and equitable principles of <br /> general applicability. <br /> 3. The Loan Resolution has been duly adopted by the District,complies in all material <br /> respects with the procedural rules of the District and the requirements of Colorado law, and <br /> remains in full force and effect on the date hereof. <br /> 4. The members of the Board of Directors and the officers of the District have been <br /> duly elected or appointed and are qualified to serve as such. <br /> 5. To the best of my knowledge, no additional or further approval, consent, or <br /> authorization of any governmental or public agency or authority not already obtained is required <br /> by the District in connection with (a) entering into and performing its obligations under the Loan <br /> Contract and the District Documents. The execution and delivery of such documents, and com- <br /> pliance with the provisions thereof, will not to the best of my knowledge, conflict with, result in <br /> any breach of any provision of,or constitute a default under or create any lien under,any indenture, <br /> commitment,agreement, or instrument to which the District is a party or by which it is bound, or <br /> under any existing law, rule, regulation, ordinance, judgment, order, or decree known to us to <br /> which the District (or any of its officers in their respective capacities as such) is subject. <br /> 6. The District has voter approval in advance under Section 20 for the creation of any <br /> multiple-fiscal year direct or indirect district debt or other financial obligation whatsoever without <br /> adequate present cash reserves pledged irrevocably and held for payments in all future fiscal years. <br /> In addition,the District operates as an enterprise which is exempt from Section 20. <br /> This opinion is given as of the date hereof and I assume no obligation to update, revise or <br /> supplement this opinion to reflect any facts or circumstances that may hereafter come to my <br /> attention or any changes in law that may hereafter occur. <br /> Respectfully submitted, <br /> Edward J. alsh, Esq. <br />