C153770 Contract 2

• Contract/PO #: C153770
• Contractor Name: Summit Reservoir and Irrigation Company
• Contract Type: Loan
• Water District: 34
• County: Montezuma
• Bill Number: SB 97-008
• Loan Projects - Doc Type: Contract Documents

Dy.Jilts
STAkR, ~C.
ATTORNEYS AT LAW

Todd M. Starr*
[e-mail]

.licensed in Colorado and Nebraska

140 West First Street
p.o. Drawer I717
Cortez, Colorado 81321
[phone]
Fax [phone]

George E. Dilts
(1914 - 1998)

Of Counsel:
Guy B. Dyer, Jr.

June 19,2002

Janis Illian
Colorado Water Conservation Board
1313 Sherman Street, Room 721
Denver, Colorado 80203

RE: Summit Reservoir and Irrigation Company
Amendment to Loan Contract C 153770

Dear Ms. Illian:

I have been retained by Summit Reservoir and Irrigation Company (hereinafter "Contractor") to provide the
legal opinion required by paragraph numbered four (4) to Contract Amendment No. 1 and concerning the
above referenced Loan Contract. In rendering my opinion I have reviewed your correspondence to
Contractor dated April 24, 2002, Contract Amendment No.1, Promissory Note dated May 1, 2002 and
labeled as Appendix 2 to Contract C153770 Amendment No.1, Amendment No.1 to Security Agreement,
Assignment of Certificate of Deposit, Resolution of Shareholders dated May 1, 2002, Resolution of Board of
Directors dated May 1, 2002, Restated and Amended Articles of Incorporation as filed with the Colorado
Secretary of State on March 20, 1995 and the Restated Bylaws of The Summit Reservoir and Irrigation
Company as adopted January 23, 1993.

In my opinion, (1) the person signing for the Contractor was duly elected or appointed and has authority to
sign such documents on behalf of the Contractor and to bind the Contractor; (2) the Contractor's Board of
Directors has validly adopted resolutions approving Contract Amendment No. I; (3) there are no provisions
in the Contractors Restated and ,Amended Articles of Incorporation or its restated Bylaws or any state or
local law that prevent Contract Amendment No.1 from binding Contractor; and (4) Contract Amendment
No.1 will be valid and binding against the Contractor if entered into by the CWCB.

Thank you for your attention to this matter.

Very Truly Yours,

DYER, DILTS & STARR, P.c.

~f

Cc: Summit Reservoir & Irrigation Company