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\Qs wo,Q� ALTMAN,KEILBACH, LYTLE,PARLAPIANO&WARE, P.C. <br /> a 8 4 0 <br /> Tr ATTORNEYS AT LAW <br /> a I` 0 503 N. MAIN STREET, SUITE 125 <br /> 4fERISO`5 <br /> P.O. Box 333 <br /> PUEBLO,COLORADO 81003 <br /> (719)545-7325 <br /> FAX No. (719)545-9437 <br /> JOHN J. KEILBACH JAMES W.PRESTON (1876-1966) <br /> WM.DAVID LYTLE E-MAIL ADDRESS: DAVID A PRESTON (1914-1973) <br /> DANITA S.ALDERTON LEO S.ALTMAN (1911-2001) <br /> lytle@altman-keilbach.corn DAVID C.PARLAPIANO(1930-2008) <br /> September 5, 2018 <br /> Colorado Water Conservation Board <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> Re: Loan Contract CT2019-366 <br /> Loan from Colorado Water Conservation Board to <br /> Pueblo Conservancy District <br /> Ladies and Gentlemen: <br /> We are attorneys admitted to practice in the State of Colorado and we have <br /> acted as bond counsel to PUEBLO CONSERVANCY DISTRICT (the "Conservancy <br /> District"), which has entered into a Loan Contract (as hereinafter defined) with the <br /> COLORADO WATER CONSERVATION BOARD (the "CWCB"), and have acted as <br /> such in connection with the authorization, execution and delivery by the Conservancy <br /> District of its Loan Contract (as hereinafter defined). <br /> We have previously served as bond counsel for the Conservancy District in <br /> connection with financing from ABC Bank and Canon National Bank (now Bank of the <br /> San Juans, a Division of Galcier National Bank). <br /> In acting as bond counsel with regard to the Loan Contract we have examined <br /> the Constitution and laws of the State of Colorado and proceedings relating to <br /> organization of the Conservancy District. We have also examined originals, or copies <br /> certified or otherwise identified to our satisfaction, of the following: <br /> (a) the Loan Contract, dated as of August 15, 2018 (the "Loan Contract") by and <br /> between CWCB and the Conservancy District; <br /> (b) the proceedings of the governing body of the Conservancy District relating to the <br /> approval of the Loan Contract and the execution, issuance and delivery thereof on <br /> behalf of the Conservancy District, and the authorization of the undertaking and <br /> completion of the Project (as defined in the Loan Contract); <br /> (c) the Promissory Note and Security Agreement, dated as of August 15 , 2018 (the <br /> "Promissory Note" and "Security Agreement) issued by the Conservancy District to <br />