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<br />-" <br /> <br />Brownstein I Hyatt I Farber <br /> <br />410 Seventeenth Street <br />Twenty~Second Floor <br />Denver, Colorado 80202-4437 <br />bhf-Iaw.com <br /> <br />November 15, 2002 <br /> <br />East Dillon Water District <br />101 South 7th Street <br />Frisco, Colorado 80443 <br /> <br />Department of Natural Resources <br />Colorado Water Conservation Board <br />1580 Logan Street, Suite 750 <br />Denver, Colorado 80202 <br /> <br />East Dillon Water District <br />Loan Contract Dated November 15, 2002 <br /> <br />Ladies and Gentlemen: <br /> <br />We have acted as special counsel to the East Dillon Water District (the "District") <br />with respect to that certain Loan Contract dated November 15, 2002 (the <br />"Agreement") between the State of Colorado for the use and benefit of the <br />Department of Natural Resources, Colorado Water Conservation Board ("CWCS") <br />and the District. <br /> <br />We have assumed, with your consent, the correctness of the opinion of Richmond, <br />Neiley & Sprouse, L.L.C., dated as of this date, general counsel for the District, and <br />have relied upon such opinion with respect to the due execution and adoption of the <br />District's resolution authorizing the Agreement. <br /> <br />For purposes of this opinion we have relied in all instances upon such certificates <br />and documents of the District with respect to the accuracy of material factual <br />matters and statements contained therein. In our factual examination we have <br />assumed the authenticity. of all documents submitted to us as priginals or facsimile <br />copies of originals, the conformity to original copies of all documents submitted to us <br />as certified or photostatic copies, the authenticity of the originals of such latter <br />documents, the authenticity of any signatures appearing on the documents, the <br />accuracy of the statements contained in such certificates, and the continuing <br />compliance by the parties thereto with the provisions of the Agreement. <br /> <br />Based upon the foregoing, and upon our examination of such other information and <br />documents, and upon such questions of law as we believe necessary to enable us <br />to render this opinion, and subject to the qualifications and exceptions hereinafter <br />set forth, we are of the following opinions under the laws, regulations, rulings and <br />judicial decisions existing on the date hereof: <br /> <br />Brownstein Hyatt & Farber I P,C. <br />Denver, Colorado T 303.223.1100 F 303.223.1111 <br />Washin9ton, D.C. T 202,296,7353 F 202,296.7009 <br />Aspen/Vail, Colorado T970.945.5302 F970,384.2360 <br />