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<br />. <br /> <br />In addition, we are familiar with Larimer & Weld's ditch company operation generally and have <br />reviewed Larimer & Welds general corporate organizational documents and are familiar with the same. <br />We have also discussed the proposed transaction with the appropriate company officers and directors. <br /> <br />Based on our review of the documents described above and our familiarity with Larimer & Weld, <br />its officers, corporate governing documents and its operations, we are providing the following opinion of <br />counsel as you have requested. It is our considered legal opinion that: <br /> <br />1. The persons signing for Larimer & Weld Irrigation Company were duly elected or <br />appointed and have the authority to execute such documents on behalf of Larimer & Weld and to thereby <br />bind Larimer & Weld Irrigation Company. Barry Anderson is the duly elected President of Larimer & <br />Weld and is also a Director. Dorm Engel is the duly elected Secretary of Larimer & Weld. <br /> <br />2. The Board of Directors of Larimer & Weld Irrigation Company have validly adopted a <br />Resolution approving this Amendment, which Resolution has been provided to your office. The officers <br />of Larimer & Weld have been authorized to execute and deliver the above described loan documents. <br /> <br />3. There are no provisions in Larimer & Weld's Articles of Incorporation, its Bylaws or any <br />state or local law or regulation that prevents the loan contract and associated documents outlined above <br />from being fully binding and legally enforceable as against Larimer & Weld Irrigation Company. <br /> <br />4. The Loan Contract Amendment No.1 and all associated documents will be valid, binding <br />and enforceable against Larimer & Weld Irrigation Company if entered into and duly executed by the <br />Colorado Water Conservation Board and/or the state of Colorado. <br /> <br />Please let me know if you have any questions or need anything further to complete this <br />transaction. <br /> <br />When your review and execution by CWCB has been completed, please return to us a complete <br />set of copies of the fully executed loan documents. In addition, please also return to us a copy of the <br />Amendment No. 1 to Deed of Trust after it has been recorded so that we will have verification of its <br />recording along with the recording information. <br /> <br />Thank you. <br /> <br />Yours very truly, <br /> <br />THE DOW LAW FIRM, LLC <br /> <br />TJD/ap <br />pc: Dorm Engel <br /> <br />~~J}2/ <br /> <br />Timoth; J. bo(I! ~ L <br />