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<br />4 <br /> <br />.~ <br /> <br />Michael W. Baty <br />G.R. (Bob) Miller* <br />Nancy Agro <br />Tonya J. Wales ^ <br />Denise Sague Robbins* <br />L.W. McDaniel- Of Counsel <br /> <br />McDANIEL, BATY, MILLER, & AGRO, L.L.C. <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 Geo'lia* <br /> <br />October 9,2003 <br /> <br />Colorado Water Conservation Board <br />Department of Natural Resources <br />1580 Logan Street, Suite 750 <br />Denver, CO 80203 <br />Attn: Janis Illian <br /> <br />Dear Ms. Illian: <br /> <br />I have been retained by the Pine River Bayfield Ditch Company (PRBDC) to offer you an <br />opinion letter in accordance with Paragraph 7 of the Loan Contract numbered C 150 154 between <br />the Pine River Bayfield Ditch Company as Borrower and the Colorado Water Conservation Board <br />as the Lender. <br /> <br />To that end, I have reviewed the following unexecuted documents, (the Loan Documents): <br /> <br />(1) Loan Contract <br />(2) Project Summary <br />(3) Promissory Note <br />(4) Deed of Trust <br />(5) Security Agreement <br />(6) Resolutions of the Board of Directors of the Pine River Bayfield Ditch Company <br />(7) Resolutions of the Shareholders of the Pine River Bayfield Ditch Company <br /> <br />I have also reviewed the By-laws and Articles of Incorporation of the Pine River Bayfield <br />Ditch Company, consulted the Secretary of State records regarding the status of the company, and <br />relevant financial statements of the company. <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 contemplated by the Loan Documents that <br />would give me actual knowledge of the absence of facts, or of facts contrary to the existence of <br />the facts indicated. Further, I have not undertaken any independent investigation to determine the <br />