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STARR & WESTBROOK, P.C. <br />ATTORNEYS AT LAW <br />210 EAST 29TH STREET <br />P.O. BOX 642 <br />LOVELAND, COLORADO 80539-0642 <br />TELEPHONE 970-667-1029 <br />FACSIMILE 970-669-3841 <br />RANDOLPH W. STARR E-Mail R�T_r3R�*+�°�,it�� +r� �'f�r' <br />MICHAEL A. WESTBROOK E-mail t�'L:S�'I��C)C3'�7�:�,'tt a��l.cn�ss <br />April 18, 2008 <br />State Of Colorado <br />Deparhnent Of Natural Resources <br />Colorado Water Conservation Board <br />1580 Logan Street, Suite 750 <br />Denver, CO 80203 <br />RE: LOAN CONTRACT AMENDMENT NO. 1 DATED APRIL 18, 2008 <br />BORROWER: SOUTH SIDE DITCH COMI'ANY <br />AMOLJNT: $15,150.00 [Original Loan Amount: $72,720.00] <br />LOAN NUMBER: C 150129 <br />OPINION OF COUNSEL <br />Ladies and Gentlemen: <br />We have acted as counsel to SOUTH SIDE DITCH COMPANY, (the "Corporation") in <br />connection with the preparation of the Loan Contract setting forth the principal terms of the <br />Transaction addressed by the Opinion Letter (the "AgreemenY') and the ancillary Transaction <br />Documents, if any and have participated on the Corporation's behalf in connection with the above <br />Transaction. l This Opinion Letter is provided to you at the request of the Corporation. Except as <br />otherwise indicated herein, capitalized terms used in this Opinion Letter are defined as set forth in <br />the Agreement or the Accord (see below). <br />This Opinion Letter is governed by, and shall be interpreted in accordance with, the Legal <br />Opinion Accord (the "Accord") ofthe ABA 5ection of Business Law (1991). As a consequence, it <br />is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other <br />limita.tions, all as more particularly described in the Accord, and this Opinion Letter should be read <br />in conjunction therewith. 'The law covered by the opinions expressed herein is limited to the Law of <br />the State of Colorado. <br />Based upon and subject to the foregoing, we are of the opinion that: <br />1 We have relied upon factual representations made by the Corporation in the Agreement. <br />