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LAWRENCE JONES CUSTER GRASMICK LLP <br />ATTORNEYS AT LAW <br />5245 RONALD REAGAN BLVD., SUITE 1 <br />JOHNSTOWN, COLORADO 80534 <br />TELEPHONE 970- 622 -8181 <br />TELECOPIER: 970- 660-4412 <br />W W )VJUCGLAW.COM <br />KIAMLICGLAW.COM <br />KIM R. LAWRENCE • P. ANDREW JONES • KELLY J. CUSTER • BRADLEY C. GRASMICK • DAVID P. JONES • ALYSON K. SCOTT <br />March 9, 2012 <br />Colorado Water Conservation Board <br />Attn: Construction Fund Section <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br />RE: Deuel and Snyder Improvement Company Loan Contract, Contract No. <br />C150288, Amendment. <br />Gentlemen: <br />I represent the Deuel and Snyder Improvement Company ( "Company "). This letter <br />is to provide you the attorney's opinion letter required by ¶5 of the above Contract <br />Amendment. <br />I have examined the Articles of Incorporation, Bylaws, Minutes and Resolution of <br />the Company. Based on those documents it is my opinion that: <br />1. Brad Kembel was elected President and Irma Baumberger was elected <br />Corporate Secretary/Treasurer of the Company each for a 1 year term <br />beginning January 21, 2012 or until their successor is elected. Therefore <br />the Contract has been duly executed by officers of the Company who are <br />duly elected and are authorized to execute the contract and to bind the <br />Company. <br />2. The Resolution of the Shareholders authorizing the execution and delivery <br />of the Contract Amendment was duly adopted by the Shareholders of the <br />Company January 21, 2012 as reflected in minutes of that date. <br />3. There are no provisions in the Company's Articles of Incorporation or <br />Bylaws or any state or local law that prevent this Contract from binding the <br />Company. <br />4. The Contract will be valid and binding against the Company if entered into <br />by the Colorado Water Conservation Board. <br />1IPage <br />