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<br />RANDOLPH W. STARR, P.C. <br />ATTORNEY AT LAW <br />THE P.AlMER GARDENS <br />150 EAST 29TH STREET, SUITE 285 <br />P.O. BOX 642 <br />LOVELAND, COLORADO 80539-0642 <br />(970) 667-1029 <br />RANDOLPH W. ST ARK FACSIMILE (970) 669-3841 <br />MICHAEL A. WESTBROOK E-Mail RSTARR8S53@aol.com <br /> <br />February 21, 2003 <br /> <br />State Of Colorado <br />Department Of Natural Resources <br />Colorado Water Conservation Board <br />1580 Logan Street, Suite 750 <br />Denver, CO 80203 <br /> <br />RE: LOAN CONTRACT DATED <br />BORROWER: SOUTH SIDE DITCH COMPANY <br />AMOUNT: $72,000.00 <br />LOAN NUMBER: C150l29 <br /> <br />OPINION OF COUNSEL <br /> <br />Ladies and Gentlemen: <br /> <br />We have acted as counsel to SOUTH SIDE DITCH COMPANY, (the "Corporation") in <br />connection with the preparation of the Loan Contract setting forth the principal terms of the <br />Transaction addressed by the Opinion Letter (the "Agreement") and the ancillary Transaction <br />Documents, ifany and have participated on the Corporation's behalf in connection with the above <br />Transaction. 1 This Opinion Letter is provided to you at the request of the Corporation. Except as <br />otherwise indicated herein, capitalized terms used in this Opinion Letter are defined as set forth in the <br />Agreement or the Accord (see below). <br /> <br />This Opinion Letter is governed by, and shall be interpreted in accordance with, the Legal <br />Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it <br />is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other <br />limitations, all as more particularly described in the Accord, and this Opinion Letter should be read <br />in conjunction therewith. The law covered by the opinions expressed herein is limited to the Law of <br />the State of Colorado. <br /> <br />Based upon and subject to the foregoing, we are of the opinion that: <br /> <br />1. The person signing the Loan Contract has the authority to sign such dOcument on <br /> <br />1 We f,aw relied ltponfactllal representatiolls made by the Corporatioll in die Agreemellt. <br />