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. • <br />TIMOTHY J. DOW, MBA, JD <br />PATRICIA T. DOW, CPA, JD, LLM* <br />MAYO SOMMERMEYER, LLC <br />OF COLJNSEL <br />TxE Dow Law Fix�, LLc <br />ATTORNEYS AND COUNSELORS AT LAW <br />P.O. BOX 1578 <br />FORT COLLINS, COLORADO 80522-1578 <br />(970) 498-9900 <br />FAX: (970) 498-9966 <br />E-MAIL: dow@dowlawfirm.com <br />March 14, 2011 <br />Vaughn McWilliams <br />Colorado Water Conservation Board (CWCB) <br />Water Supply Planning and Finance Section <br />1580 Logan Street, Suite 600 <br />Denver, CO 80203 <br />Re: CWCB / WRCC, Inc. <br />Cobb Lake Inlet Structure Project <br />Dear Mr. McWillaims: <br />#7CLOCKTOWERSQUARE <br />323 SOUTH COLLEGE AVENUE <br />FORT COLLINS, COLORADO 80524 <br />• AL50 ADMITCED TO PRACTICE LAW IN NEBRASKA <br />This firm represents WRCC, Inc., formerly known as Windsor Reservoir and Canal <br />Company ("WRCC"). WRCC is a Colorado non-profit corporation and mutual ditch company. <br />We are familiar with the Articles and Bylaws of WRCC, Inc. as well as the report entitled <br />"Feasibility of Cobb Lake Inlet Structure" which was submitted to the CWCB as a part of the <br />loan application process for the referenced project. We have also been involved with both the <br />CWCB staff and the Directors of WRCC on this project. We have also reviewed the Loan <br />Contract and the related Promissory Note, Security Agreement and Deed of Trust. In addition, <br />we have reviewed the Loan Contract Amendment No. 1 together with the related Promissory <br />Note, Amendment No. 1 to Security Agreement and Amendment No. 1 to Deed of Trust <br />(collectively "the Contract"). Based upon the forgoing, to the best of our knowledge and belief, <br />we are of the opinion that: <br />A. The Contract has been duly executed by the officers of WRCC, who are duly elected <br />or appointed and are authorized to execute the Contract and to bind WRCC; <br />B. Resolutions of WRCC authorizing the execution of the loan documents were duly <br />adopted by the WRCC Board of Directors; <br />C. There are no provisions in WRCC's Articles of Incorporation or Bylaws or any state <br />or local law that prevent this Contract from binding WRCC; <br />D. The Contract will be valid and binding against WRCC, under Colorado law if entered <br />into by the CWCB. <br />