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l <br /> RYLEYCARLOCK A PROFESSIONAL CORPORATION <br /> 1999 Broadway, Suite 1800 <br /> & A P P L E W H I T E Denver Colorado 80202 <br /> Attorneys P 303.863.7500 F 303.595.3159 <br /> Offices in Arizona 3 Colorado <br /> www.rcalaw.com <br /> Brian M. Nazarenus <br /> Direct Line: 303 - 813 -6702 <br /> E -mail: bnazarenus6rcalaw.com <br /> August 5, 2010 <br /> Colorado Water Conservation Board <br /> Attn: Construction Fund Section <br /> 1313 Sherman St., Room 721 <br /> Denver, CO 80203 <br /> Re: Las Animas Consolidated Canal Company ( "LACCC "), <br /> Contract No. C150307 <br /> Dear Sir or Madam: <br /> This is to provide the Attorney's Opinion Letter required by paragraph 7 of <br /> the above - referenced contract ( "Contract "). <br /> Having reviewed the information that has been provided to me, it is my <br /> opinion that: <br /> a. The Contract has been duly exercised by officers of the LACCC who <br /> are duly elected or appointed and are authorized to execute the Contract and to bind LACCC; <br /> b. The resolutions of LACCC authorizing the execution and delivery of <br /> the Contract were duly adopted by the LACCC board of directors and/or stockholders; <br /> C. There are no provisions in the LACCC's articles of incorporation or <br /> bylaws or any state or local law that prevent the Contract from binding LACCC; and <br /> d. The Contract will be valid and binding against LACCC if entered into <br /> by the Colorado Water Conservation Board. <br /> M. Nazare s <br /> cc: Don Halffield <br /> Amy Willhite <br /> Kristen Shults Carney, Esq. <br />