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<br /> <br />~~ '.. <br /> <br />Colorado Water Conservation Board <br /> <br />Page 2 of2 <br /> <br />Thursday, February 16,2006 <br /> <br />1. The District's Board has adopted a resolution granting the President the power to sign the <br />Loan Contract. <br /> <br />2. The President of the District has the authority to sign the Loan Contract on behalf of the <br />District. <br /> <br />3. The District's organization document does not prevent the Loan Contract from binding the <br />District. <br /> <br />4. The Loan Contract is enforceable against the District. <br /> <br />Subject to the foregoing, this Opinion Letter may not be used or relied upon by you or any other <br />person for any purpose whatsoever, except to the extent authorized in the Accord, without in each <br />instance our prior written consent. <br /> <br />Very truly yours, <br /> <br />~ <br /> <br />Randolph W. Starr <br /> <br />pc: <br />Client <br />