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� <br />�, . <br />VRANESH AND RAISCH� LLP <br />t: ' ATTORNEYS AT LAW <br />� <br />1720 14th Street, Suite 200 <br />P.O. Box 871 <br />Boulder, Colorado 80306-0871 <br />Telephone 303/443-6151 <br />Telecopier 303/443-9586 <br />March 12, 2008 <br />Via E Mail <br />Colorado Water Conservation Board <br />c/o Vaughn McWilliams <br />721 State Centennial Building <br />1313 Sherman Street <br />Denver, Colorado 80203 <br />J�y w. ��S�h <br />Michael D. Sliinunin <br />Eugene J. Riordan <br />Paul J. Zilis <br />Stuart B. Corbridge <br />Nathan B. Rand <br />George Vranesh (1926-1997) <br />Re: Bijou Irrigation District Loan Contract No. C150259 — Empire <br />Reservoir Dam Rehabilitation <br />Dear Vaughn: <br />This letter is provided to meet the requirements of paragraph 7 of this Bijou Loan Contract. Our <br />firm represents the Bijou Irrigation District ("Bijou") and has assisted Bijou in its legal matters <br />concerning the Empire Reservoir Dam Rehabilitation Project and this Loan Contract. As Bijou's <br />attorneys, it is our opinion that: <br />The Loan Contract between Bijou and the CWCB has been duly executed by officers of <br />Bijou who are duly elected or appointed and are authorized to execute the Contract and to <br />bind Bijou as set forth in the Contract; <br />2. The Resolution of Bijou that authorizes the execution and delivery of the CWCB Loan <br />Contract was duly adopted by Bijou's Board of Directors at their special meeting on <br />March 3, 2008; <br />3. Bijou does not have any Articles of Incorporation or Bylaws because it is a 1905 Act <br />Irrigation District, and we know of no state or local law that prevents this Contract from <br />binding Bijou as set forth in the Contract; and <br />4. This Contract will be valid and binding against Bijou if entered into by the CWCB. <br />s:\client\bijou files\bijouempire\cwcb ltr of 3.12.08 - 2.doc <br />