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<br />CARLSON. HAMMOND & PADDOCK, L.L.C. <br />ATTORNEYS AT LAW <br /> <br />MARY MEAD HAMMOND <br />WILLIAM A. PADDOCK <br />LEE H. JOHNSON <br />KARL D. OHLSEN <br />K.G. MOORE <br />St:. .It'r's Email: <br /> <br />mhammond@chp-Iaw.com <br /> <br />1700 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 />website: www.chp-Iaw.com <br /> <br />November 19,2002 <br /> <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 />This firm is counsel to the Lake Henry Reservoir Company (the "Company") and has served <br />in such capacity in connection with a Loan from the Colorado Water Conservation Board to the <br />Company of funds in an amount not to exceed $490,000 for rehabilitation of the Company's dam <br />at Lake Henry by construction of toe drains and an emergency spillway (Contract No. CI50098). <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 reservoir company authorized to borrow money <br />for its corporate purposes, including the repair or rehabilitation of the dam structure at Lake Henry <br />in the Arkansas River basin. <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 ofthe Company. <br /> <br />(c) The Company's Board of Directors has validly adopted a resolution approving the <br /> <br />loan. <br /> <br />(d) The Company's shareholders have duly adopted a resolution approving the loan and <br />the levy of annual assessments necessary to repay the loan. <br /> <br />(e) There are no provisions in the Company's Articles ofIncorporation or Bylaws or <br />any applicable law that prevent the Loan Documents from binding the Company. <br />