C150352 Contract Amendment No 2 AOL & BOL

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GREGORY A. WHITE Attorney at Law North Park Place 1423 West 29th Street 970/667-5310 Loveland, Colorado 80538 Fax 970/667-2527 June 29, 2017 Colorado Water Conservation Board Department of Natural Resources 1313 Sherman Street, Room 721 Denver, CO 80203 Re: Boxelder Basin Regional Stormwater Authority Colorado Water Conservation Board Original Contract Number CMS 65323, C150352 Amendment No. 1 Contract Number CMS 93063, CT 2015-071 Amendment No. 2 Contract Number CMS 101136, CT2015-071 To Whom It May Concern: I am the General Counsel for the Boxelder Basin Regional Stormwater Authority (the "Authority"). I am providing the opinion required by the State of Colorado Department of Natural Resources Water Conservation Board ("CWCB") in provision 5(A)(D) of the Loan Contract Amendment No. 2 (the "Amended Loan Contract"). The execution by the Authority of the Amended Loan Contract, including the documents attached thereto, was approved pursuant to Resolution No. 2017-06-01 passed and adopted by the Board of Directors of the Authority on June 26, 2017 (the "Resolution"). I have examined the constitution and the laws of the State of Colorado (the "State"), an Intergovernmental Agreement for Stormwater Cooperation and Management dated August 20, 2008, as amended by a First Amendment to Intergovernmental Agreement for Stormwater Cooperation and Management dated June 16, 2014, among the Board of Commissioners of Larimer County (the "County"), the City of Fort Collins, Colorado (the "City"), and the Town of Wellington (the "Town") collectively (the "Authority IGA"), the Intergovernmental Agreement for the Larimer County Road 52 Project dated June 16, 2014, among the Authority, the County, the City, the Town and the Timnath Development Authority, and such certified proceedings, certificates, documents, opinions and other papers as I deem necessary to render this opinion. I have also examined and relied upon originals, or copies certified or otherwise authenticated to my satisfaction, of such other records, documents, certificates and other instruments, and made such investigation of law as in my judgment I have deemed necessary or appropriate to enable me to render the opinions expressed below. Based upon the foregoing, I am of the opinion, under existing law and as of the date hereof, that: