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633 Seventeenth Street,Suite 3000,Denver,CO 80202 <br /> Telephone: 303.297.2900 Fax: 303 298.0940 www.shermanhoward.com <br /> SHERMAN6HOWARD <br /> June 4, 2014 <br /> Lake Durango Water Authority <br /> 667 South Lakeside Drive <br /> Hesperus, Colorado 81326 <br /> Colorado Water Conservation Board <br /> 1313 Sherman Street,Room 721 <br /> Denver, Colorado 80203 <br /> Lake Durango Water Authority <br /> Loan Contract dated as of June 4,2014 <br /> Ladies and Gentlemen: <br /> We have acted as bond counsel to the Lake Durango Water Authority, a political <br /> subdivision of the State of Colorado formed pursuant to §29-1-204.2, C.R.S. (the "Authority"), <br /> in connection with the authorization,execution, and delivery by the Authority of a Loan Contract <br /> (the "Loan Contract") dated June 4, 2014, by and between the Authority and the State of <br /> Colorado Department of Natural Resources, Colorado Water Conservation Board (the "CWCB"), <br /> pursuant to which the CWCB has agreed to loan to the Authority the aggregate principal amount <br /> of $2,525,000 (the "Loan"). The Loan Contract was approved by the Authority pursuant to a <br /> resolution adopted by the Board of Directors of the Authority on June 3, 2014 (the "Loan <br /> Resolution"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to <br /> them by the Loan Resolution. <br /> In our capacity as bond counsel, we have examined the Loan Contract, the <br /> certified record of proceedings of the District authorizing the same, certain certificates signed by <br /> officers of the Authority and others, the constitution and laws of the State of Colorado in effect <br /> as of the date hereof, and such other documents, records, and matters of law as we have deemed <br /> necessary as a basis for the opinions hereinafter expressed. Regarding questions of fact material <br /> to our opinions, we have relied upon representations of the Authority and certifications of public <br /> officials and others furnished to us without undertaking to verify the same by independent <br /> investigation. We have assumed the genuineness of all signatures, the authenticity of all <br /> documents submitted to us as originals, and the conformity to authentic original documents of all <br /> documents submitted to us as certified, conformed, or facsimile copies. For purposes of this <br /> opinion letter, we have assumed that the Loan Contract is a valid and binding obligation of the <br /> CWCB. <br /> Based upon such examination, it is our opinion as bond counsel that: <br />