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<br />MI:l,;I::' V I::U <br /> <br />AUG 22 2003 <br /> <br />CARLSON, HAMMOND & P ADDOGK, L.L.G. <br />ATTORNEYS AT LAW <br /> <br />aoIorado Water Conservation Boari; <br /> <br />MARY MEAD HAMMOND <br />WILLIAM A. PADDOCK <br />LEE H. JOHNSON <br />KARL D. OHLSEN <br />K.G. MOORE <br /> <br />J 700 LINCOLN STREET, SUITE 3900 <br />DENVER, COLORADO 80203-4539 <br /> <br />JOHN UNDEM CARLSON <br />(1940-1992) <br /> <br />TELEPHONE (303) 861-9000 <br />TELECOPIER (303) 861-9026 <br /> <br />e.mail: chp@chp-Iaw.com <br />websile: www.chp-Iaw.com <br /> <br />Sender's Email: <br />mhammond@chp-Iaw.com <br /> <br />August 21, 2003 <br /> <br />VIA FACSIMILE AND U.S. MAIL <br />Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, Colorado 80203 <br />Attn: Ms. Jan Illian, Contract Administrator <br />Water Supply Planning and Finance Section <br /> <br />Ladies and Gentlemen: <br /> <br />The fIrm is counsel to the Upper Platte and Beaver Canal Company (the "Company") and <br />has served in such capacity in connection with the loan request of the Company for a loan of funds <br />in an amount not to exceed $68,175 for construction ofa water recharge project. <br /> <br />We have examined the Company's Articles oflncorporation and Bylaws, the Loan Contract, <br />Promissory Note, Security Agreement, and Deed of Trust (collectively the "Loan Documents") and <br />such other certifIcates and documents relating to the Company and the proposed loan, and made such <br />other examination of applicable law as we have deemed necessary in giving this opinion. <br /> <br />Based upon the foregoing, we are of the opinion that: <br /> <br />(a) The Company is a Colorado mutual ditch company authorized to borrow money for <br />its corporate purposes, including the construction of recharge facilities for the benefIt of its <br />stockholders. <br /> <br />(b) The persons executing the Loan Documents on behalf of the Company were duly <br />elected and have authority to execute such documents on behalf of the Company. <br /> <br />(c) The Company's Board of Directors has validly adopted a resolution approving the <br /> <br />loan. <br /> <br />(d) There are no provisions in the Company's Articles oflncorporation or Bylaws or any <br />applicable law that prevent the Loan Documents from binding the Company. <br />