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<br />East Dillon Water District <br />Colorado Water Conservation Board <br />November 15, 2002 <br />Page 2 <br /> <br />1. The Agreement is authorized by the Colorado Constitution, laws and <br />regulations of the State of Colorado; the District has the power and authority to enter <br />into the transactions contemplated by the Agreement and to carry out its obligations <br />thereunder. No provisions of the Colorado Constitution or any other laws or <br />regulations of the State of Colorado prevent the Agreement from binding the District. <br /> <br />2. The Agreement has been duly authorized, executed and delivered by the <br />District in accordance with all applicable laws, rules, regulations and policies. <br /> <br />3. The resolution of the District authorizing the execution of the Agreement has <br />been duly adopted by the District and remains in full force and effect as of the date <br />hereof. <br /> <br />4. The Agreement is a legal, valid and binding general obligation of the District, <br />enforceable against the District according to its terms. <br /> <br />We express no opinion as to any Federal, State or local tax law consequences with <br />respect to the Agreement. <br /> <br />You also should note that (i) the obligations of the District under the Agreement are <br />subject to the reasonable exercise in the future by the District and its governmental <br />body of the police power inherent in the sovereignty of the State of Colorado and to <br />the exercise by the United States of the powers delegated to it by the federal <br />Constitution; and (ii) the enforceability of the Agreement may be subject to <br />bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and <br />other similar laws affecting creditors' rights heretofore or hereafter enacted to the <br />extent constitutionally applicable and that its enforcement may also be subject to the <br />exercise of judicial direction in appropriate cases. <br /> <br />In rendering the foregoing opinions, we are not passing upon or rendering any <br />opinion as to any matters except those specified herein, including any opinion <br />concerning the corporate status of the District or CWCS, the power of CWCS to <br />execute and deliver the Agreement, or the enforceability of the Agreement against <br />CWCS. <br /> <br />This opinion is rendered by us, as special counsel engaged by the District, solely for <br />your benefit. This opinion may not be relied upon by any other person without our <br />written consent. Furthermore, this opinion speaks only as of its date; we undertake <br />no responsibility to update this opinion for changes in law or fact that may occur <br />after the date hereof. <br /> <br />Very truly yours, <br /> <br />-iJ.d- f~ L ~'. p. (. <br />~l"'-'C""""'VJ.- '(r~ ~ <br /> <br />5394\252\737966.1 <br />