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El gl <br /> ICENOGLE SEAVER POGUE <br /> August 19, 2015 <br /> State of Colorado Plum Valley Heights Subdistrict of the <br /> The Department of Natural Resources Roxborough Water and Sanitation District <br /> Colorado Water Conservation Board 6222 N. Roxborough Park Road <br /> 1313 Sherman Street, Room 721 Littleton, Colorado 80125 <br /> Denver, Colorado 80203 <br /> $2,248,260 <br /> Plum Valley Heights Subdistrict of the <br /> Roxborough Water and Sanitation District, <br /> (In Douglas County, Colorado) <br /> Loan and Promissory Note <br /> Ladies and Gentlemen: <br /> This firm (the "Firm") has acted as counsel to the Plum Valley Heights <br /> Subdistrict of the Roxborough Water and Sanitation District, (the "Subdistrict"), in <br /> connection with the Subdistrict entering into that certain Loan Contract No. CMS: <br /> 79888/CORE: CT2015-176 (together with all appendices thereto, the "Loan <br /> Contract") with The Department of Natural Resources, Colorado Water <br /> Conservation Board ("CWCB"). Capitalized terms not otherwise defined herein shall <br /> have the meaning given them in the Loan Contract and Subdistrict Resolution No. <br /> 15-08-11. We are not counsel for individual directors of the Subdistrict or for <br /> individuals who serve as directors of the Subdistrict. <br /> In connection herewith, we have assumed, without independent verification <br /> or investigation as to the same: (a) the genuineness and authenticity of all <br /> documents submitted to us as originals; (b) the originality and conformity to <br /> original copies of all documents provided to us as certified or photocopies in <br /> connection with rendering this opinion; (c) that the signatures of persons signing all <br /> documents in connection with which this opinion is rendered are genuine and are <br /> authorized by the entity on whose behalf such persons have signed, provided, <br /> however, that no such assumptions as to such authorization are made as to <br /> signatures on behalf of the Subdistrict; and (d) that all parties to the documents <br /> reviewed by us have full power and authority, and have obtained all consents <br /> and/or approvals necessary to execute, deliver and perform thereunder, and all <br /> such documents have been duly authorized by all necessary corporate or other <br /> action on the part of such parties, have been duly executed by such parties and have <br /> been duly delivered by such parties. <br /> 4725 S.Monaco St.,Suite 225 I Denver,CO 80237 I 303.292.9100 fax 303.292.9101 I wwwisp-lawcom <br />