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LARRY J. ZIEGLER <br />Attomey at Law <br />270 West Main Street <br />P. O. Box 1117 <br />Cedaredge, CO 81413 <br />(970)856-6310 <br />Fax: (970)856-6210 <br />August 5, 2008 <br />Colorado Water Conservation Board <br />Attn: Construction Fund Section <br />1313 Sherman Street, Room 721 <br />Denvzr, �G o02C3 <br />Re: Water Conservation Board Contract No. C 150266 <br />To the Members of the Board (CWCB): <br />�-.:� <br />% �a� <br />Having reviewed the above referenced contract and its attachments on behalf of the Granby <br />Ditch and Reservoir Company, it is my opinion that (1) the contract has been duly executed by <br />officers of the Borrower who are duly elected or appointed and are authorized to execute the contract <br />and to bind the Borrower, and (2) the resolutions of the Borrower authorizing the execution and <br />delivery of the contract were duly adopted by the Borrower's board of directors and stockholders, <br />and (3) there are no provisions in the Borrower's articles of incorporation or bylaws or any state or <br />local law that prevent this contract from binding the Borrower, and (4) the contract will be valid and <br />binding against the Borrower if entered into by the Colorado Water Conservation Board. <br />Thank you for your cooperation in this matter. <br />You s truly, <br />� <br />Larry J. Ziegler <br />Colorado Attorney Regis. No. 12989 <br />copy to: <br />Granby Ditch and Reservoir Company <br />P. O. Box 399 <br />Cedaredge, CO 81413 <br />Attn: Chuck Richards <br />