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<br />I:,.. _ <br />~ ~ ,. " <br />Ii <br /> <br />'ID <br />V~~ <br /> <br />VRANESH AND RAISCH, LLP <br />ATTORNEYS AT LAW <br /> <br />Jerry W. Raisch <br />Michael D. Shimmin <br />Eugene J. Riordan <br />Paul J. Zilis <br /> <br />1720 14th Street, Suite 200 <br />P.O. Box 871 <br />Boulder, Colorado 80306-0871 <br /> <br />Lisa Ledet <br />Stuart B. Corhri dge <br /> <br />Telephone 303/443-6151 <br />Telecopier 303/443-9586 <br /> <br />George Vranesh (1926-1997) <br /> <br />August 14, 2007 <br /> <br />Via E-Mail <br /> <br />Colorado Water Conservation Board <br />c/o Vaughn McWilliams <br />721 State Centennial Building <br />1313 Sherman Street <br />Denv~:r, Colorado 80203 <br /> <br />Re: Bijou Irrigation District Loan Contract No. C150199 - Amendment No.1 <br /> <br />Dear Vaughn: <br /> <br />This letter is provided to meet the requirements of paragraph 5 of the Bijou Loan Contract <br />Amendment No.1. Our firm represents the Bijou Irrigation District ("Bijou") and has assisted <br />Bijou in its legal matters concerning the Empire Reservoir Project and this Loan Contract <br />Amendment. As Bijou's attorneys, it is our opinion that: <br /> <br />1. The Loan Contract Amendment No. 1 between Bijou and the CWCB has been duly <br />executed by officers of Bijou who are duly elected or appointed and are authorized to <br />execute the Contract and to bind Bijou as set forth in the Contract; <br /> <br />2. The Resolution ofBijou that authorizes the execution and delivery of the CWCB Loan <br />Contract Amendment No.1 was duly adopted by Bijou's Board of Directors at their <br />special meeting on August 13,2007; <br /> <br />3. We know of no state or local law that prevents this Contract Amendment No. 1 from <br />binding Bijou as set forth in the Contract; and <br /> <br />4. This Contract Amendment No.1 will be valid and binding against Bijou if entered. into <br />by the CWCB. <br /> <br />S:\Client\Bijou Files\Bijouempire\CWCB opinion Itr-loan amend.doc <br />