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<br />MCDANIEL, BATY, MILLER, AGRO, WALES & ROBBINS, L.L.C. <br /> <br />Michael W. Baty <br />G.R. (Bob) Miller' <br />N aney Agro <br />Tonya J. Wales ^ <br />Denise Sague Robbins+ <br />L.W. McDaniel- Of Counsel <br /> <br />Attorneys at Law <br />1040 Main Avenue <br />Durango, Colorado 81301 <br /> <br />(970) 247-1113 phone <br />(970) 259-2690 fax <br />email: agro@mcdaniel-law.com <br /> <br />Also licensed in New Mexico*, Texas^, and Georgia+ <br /> <br />August 5, 2005 <br /> <br />Colorado Water Conservation Board <br />Department of Natural Resources <br />1580 Logan Street, Suite 750 <br />Denver, CO 80203 <br /> <br />To Whom it May Concern: <br /> <br />I have been retained by the Pine River Bayfield Ditch Company (PRBDC) to offer you an <br />opinion in accordance with Paragraph 5 of the Loan Contract Amendment No.1 between the Pine <br />River Bayfield Ditch Company as Borrower and the Colorado Water Conservation Board as the <br />Lender. <br /> <br />To that end, I have reviewed the Loan Contract Amendment No.1, with Appendices, and <br />the minutes of the Special Stockholders Meeting held on November 4, 2004, and checked the <br />status of the company with the Colorado Secretary of State. <br /> <br />In rendering this Opinion, I have examined only the documents identified herein. As to <br />certain factual matters, I have relied upon the statements of certain officers of the PRBDC. <br /> <br />Except as expressly stated otherwise herein, whenever an opinion with respect to the <br />existence or absence of facts is stated to be to my knowledge or to the best of my knowledge, such <br />statement is intended to signify that, during the course of my representation of PRBDC as herein <br />described, no information has come to my attention that would give me actual knowledge of the <br />absence of facts, or of facts contrary to the existence of the facts indicated. Further, I have not <br />undertaken any independent investigation to determine the existence or absence of such facts, and <br />no inference as to my knowledge of the existence or absence of such facts should be drawn from <br />my representation of PRBDC. <br /> <br />Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, <br />qualifications and limitations set forth herein, I am of the opinion that: <br /> <br />(1) The amendment has been duly executed by the officers of the Pine River-Bayfield <br />Ditch Company who are duly elected or appointed and are authorized to execute the contract and <br />to bind the PRBDC. <br />