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Colorado Water Conservation Board <br />Page 2 <br />March 3, 2010 <br />9. Such other documents, records and certificates of officers of Trinchera as I <br />deemed necessary in order to render this opinion. <br />This opinion is based upon an examination of the documents described above and upon <br />my general familiarity with legal matters affecting Trinchera. I assume the due authorization, <br />execution and delivery by the parties to the other documents executed in connection with the <br />loan that are not expressly covered by this opinion, and I express no opinion as to the validity or <br />effect of such documents. <br />Based upon the for�;going, it is my opinion that: <br />1. Loan Contract C150303 has been duly executed by officers of the Trinchera <br />Irrigation Company who are duly elected or appointed and are authorized to execute the Contract <br />and to bind the Trinchera Irrigation Company. <br />2. The Resolutions of Trinchera Irrigation Company authorizing the execution and <br />delivery of Loan Contract C150303 were duly adopted by the Trinchera Irrigation Company <br />Board of Directors andlor stockholders. <br />3. There are no provisions in the Trinchera Irrigation Company's Articles of <br />Incorporation or Bylaws or any State or local law that prevent this Contract from binding the <br />Trinchera Irrigation Company. <br />4. To the best of my knowledge, after reasonable investigation, the Contract will be <br />valid and binding against the Trinchera Irrigation Company if entered into by the Colorado <br />Water Conservation Board, except to the extent enforcement thereof is limited by applicable <br />bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of <br />creditor's rights generally and general equitable principles which may limit the right to obtain <br />equitable remedies such as specific performance or other injunction relief. <br />Whenever a statement or opinion herein is qualified by the phrase "to my knowledge" or <br />"to the best of my knowledge", it is intended to indicate that, during the course of my <br />representation of Trinchera, no information that would give me current actual knowledge of the <br />inaccuracy of such statement has come to the attention of those attorneys in this firm who have <br />rendered legal services in connection with my representation of Trinchera. Furthermore, I have <br />not undertaken any independent investigation to determine the accuracy of any such statement, <br />and any limited inquiry undertaken by us during the preparation of this letter should not be <br />