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.... . -' :~ . . BROOKS &. BROOKS ATTORNEYS AT LAW 516 MAIN STREET P. O. BOX 179 THEODORE L. BROOKS JOHN A. BROOKS MONTROSE, COLORADO 81402 (970) 249-4511 FAX (970) 249-4514 December II, 1996 Colorado Water Conservation Board Department of Natural Resources 721 Centennial Building 1313 Sherman Street Denver, Colorado 80203 Gentlemen: The undersigned is an attorney admitted to practice in the State of Colorado and we are counsel to the Mancos Water Conservancy District (the District) and the Mancos Water Conservancy District Water Activity Enterprise (the Borrower) in connection with their entering into the Loan Contract and Promissory Note #C153745 (Contract) with the Colorado Water Conservation Board (CWCB) and have acted as such in connection with the authorization, execution and delivery by the District/Borrower of the Contract and appendices to the Contract. In so acting we have examined the applicable laws of the State of Colorado, Court records, the Bylaws, Resolutions and other proceedings of the District/Borrower as well as the proceedings of their governing bodies relating to the authorization and execution of the Contract and appendices thereto. Based upon the foregoing, we are of the opinion that: 1. and the Contract District The Contract has been duly executed by officers of the District Borrower who are duly elected and are authorized to execute the on behalf of the District and the Borrower and to bind the and the Borrower. 2. That the Resolutions of the District and the Borrower authorizing the execution and delivery of the Contract were duly adopted by the governing bodies of the District and the Borrower. 3. There are no provisions in the Colorado Constitution, any state or local law, or the District's Bylaws that prevent this Contract from binding the District and the Borrower.