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PHILLIP M. ("Matt") SMITH <br />Attorney <br />3074 Alegre Court <br />Grand Junction, Colorado 81504 <br />(970) 434-4727 <br />September 15, 2008 <br />Colorado Water Conservation Board <br />Attn: Construction Fund Section <br />1313 Sherman Street, Room 721 <br />Denver, Colorado 80203 <br />RE: Attorney Opinion Letter <br />Headgate 135 Lateral, a Colorado non-profit corporation <br />Dear Sirs: <br />The Loan Contract and related financial instruments, securing such loan, have been <br />executed by the duly elected, appointed or authorized officers of Headgate 135 Lateral, <br />a Colorado non-profit corporation. The Resolution was adopted by the Board of <br />Directors at its Special Meeting held September 15, 2008 in Grand Junction Colorado. I <br />am not aware of any provision in the Articles of Incorporation or Bylaws that would <br />prohibit the Board of Directors from adopting the Resolution, and that the Loan Contract <br />is valid and binding against the corporation and its assets as provided. <br />Sincerely, <br />� , . <br />� <br />Phillip M. (' att") Smit ` <br />