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LESTER, SIGMOND, ROONEY & SCHWIESOW, P.C. <br />331 San Juan Ave.• PO Box 1270• Alartoaa, CO 81101 • Phone: 719-589•6626 • Fax: 719-589-5555 • E-maii: attomeys@larslaw.eom <br />•���;�' �� '�1� <br />Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, Colorado 80203 <br />Ladies and Gentlemen: <br />March 23, 2011 <br />� <br />C;nlr?r��� �'�a+�r �.�+�;.0 l � , �,:. . <br />Re: Trinchera Irrigation Company Loan Contract C 150316 <br />I have acted as attorney for Trinchera Irrigation Company ("Trinchera" or "the <br />"Company") with regard to the documents to be executed and delivered by Trinchera in <br />connection with the consummation of the above-referenced loan. In my capacity as attorney for <br />Trinchera, I am familiar with the instruments and laws relating to the organization of Trinchera, <br />including but not limited to the Articles of Incorporation and Bylaws of Trinchera and I have <br />examined copies of the following documents: <br />1. Loan Contract for C 150316 (the "Contract") <br />2. Appendix 1 to the Loan Contract for C150316, Project Summary. <br />3. Appendix 2 to the Loan Contract for C 150316, Promissory Note. <br />4. Appendix 3a to the Loan Contract for C150316, Resolutions of the Shareholders <br />of Trinchera Irrigation Company and the Resolution as executed by the Company. <br />5. Appendix 3b to the Loan Contract for C150316, Resolutions of the Shareholders <br />of Trinchera Irrigation Company and the Resolution as executed by the Company. <br />6. Appendix 4 to the Loan Contract for C150316, Security Agreement as executed <br />by the Company. <br />7. Appendix 5 to the Loan Contract for C 150316, Deed of Trust as executed by the <br />Company. <br />8. Such other documents, records and certificates of officers of Trinchera as I <br />deemed necessary in order to render this opinion. <br />