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F`IS~HEI~, BRO~WIoT; ~3A1t~TL,ETT ~ ~~TNl~, P.C. <br />ATTORNEYS AT LAW <br />William R. Fischer <br />Margaret A. (Meg} Brown <br />Daniel K. Brown <br />Brent A. Bartlett <br />Sara J.L. Irby <br />Lisa A, Larsen <br />Donald E. Frick <br />1319 E. PROSPECT ROAD Ward H. Fischer (1929-199(,) <br />FORT COLLINS, COLORADO 80525 William H. Brown (Of Counsel) <br />William C. Gunn (Of Counsel) <br />PHONE: (970) 407-9000 <br />FAX: (970) 407-1055 <br />EMAIL: tbg@tbgpc.com <br />May 30, 2008 <br />Colorado Water Conservation Board <br />1313 Shernlan Street, Room 721 <br />Denver, Colorado 80203 <br />Re: Authority of the Lower Latham Reservoir Company to enter into Loan Contract with the <br />Colorado Water Conservation Board <br />To Whom It May Concern: <br />This opinion is being delivered to you pursuant to Paragraph 7 of the Loan Contract <br />between the Lower Latham Reservoir Company ("Borrower") and the Colorado Water <br />Conservation Board ("CWCB"). We have reviewed Latham's articles of incorporation and <br />bylaws, the resohrtion prepared for the contract, and the contract itself. Based upon the <br />representations of the Borrower and the documents provided as described above, we are of the <br />opinion that: <br />1. The contract has been duly executed by officers of the Borrower who are duly elected <br />or appointed and are authorized to execute the contract and to bind the Borrower; <br />2. The resolutions of the Borrower authorzing the execution and delivery of the contract <br />were duly adopted by the Borrower's board of directors and/or stockholders; <br />3. There are no provisions in the Borrower's articles of incorporation or bylaws or any <br />state or local law that prevent this contract from binding the Borrower, and <br />4. The contract will be valid and binding against the Borrower if entered into by the <br />CWCB. <br />Accordingly, it is our opinion that Borrower has adequate authority to enter into the <br />contract through resolution board of tnistees of the Lower Latham Reselvoir Company. <br />Sinc ely <br />Daniel K. Brown, Esq. <br />