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KUTAKROCK <br /> May 1, 2019 <br /> Page 2 <br /> (b) the Loan Resolution authorizing the execution and delivery of the Loan <br /> Contract was duly adopted by the Board, as governing body of the District; <br /> (c) there are no provisions in the Colorado Constitution or any other State or <br /> local law applicable to the District that prevent the Loan Contract from binding the District; <br /> (d) the Loan Contract will be valid and binding against the District if entered <br /> into by the CWCB and <br /> (e) the District has complied with the requirements of Article X, Section 20 of <br /> the Colorado Constitution in connection with the execution and delivery of the Loan <br /> Contract and the election held within the District on November 6, 2018, and said election <br /> held by the District on November 6,2018 met all requirements of the Colorado Constitution <br /> and any applicable State or local law. <br /> The rights of the CWCB under the Loan Contract and the enforceability of the Loan <br /> Contract may be limited by the effect of,and by restrictions and limitations imposed by or resulting <br /> from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws <br /> affecting creditors' rights generally heretofore or hereafter enacted or other laws, judicial <br /> decisions,and principles of equity relating to the enforcement of contractual obligations generally, <br /> and are further subject as to enforceability to judicial discretion, to the exercise by the State and <br /> its governmental bodies of the police power inherent in the sovereignty of the State, and to the <br /> exercise by the United States of America of the powers delegated to it by the Constitution of the <br /> United States of America. <br /> We express no opinion herein as to any matter not specifically set forth above. This opinion <br /> is given as of the date hereof and we assume no obligation to update, revise or supplement this <br /> opinion to reflect any facts or circumstances that may hereafter come to our attention or any <br /> changes in law that may hereafter occur. <br /> This opinion may be relied upon solely by the addressee hereto in connection with the <br /> execution and delivery of the Loan Contract. This opinion may not be relied upon for any other <br /> purpose or by any person other than the addressee. <br /> Sincerely, <br /> K ock LL <br /> c-2 <br /> By: Thomas M. Peltz, Partner <br /> 4844-4594-8561.1 <br />