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22 E.MAIN•P.O.BOX 1296 <br /> KELLY R.McCABE,P.C. CORTEZ,COLORADO 81321 <br /> ATTORNEYS AT LAW PH(970)565-7209 <br /> FAX(970)565-6355 <br /> KELLY R. MCCABE <br /> November 30, 2007 HAZEN D.BROWN <br /> Vaughn McWilliams <br /> Colorado Water Conservation Board <br /> Construction Fund Section <br /> 1313 Sherman Street,Room 721 <br /> Denver, CO 80203 <br /> RE: Montezuma Valley Irrigation Company <br /> Loan Contract C150251 <br /> Dear Mr. McWilliams: <br /> I am the general counsel for the Montezuma Valley Irrigation Company of Cortez,Colorado and <br /> in that capacity I am familiar with the Articles of Incorporation,Bylaws,pertinent resolutions, <br /> and the overall legal structure and operations of the company. <br /> After review of all pertinent documents with specific reference to loan contract C150251 <br /> between the Colorado Water Conservation Board and the Montezuma Valley Irrigation <br /> Company, it is my opinion that: <br /> a. Randy Carver,President of the company,is duly authorized to execute the <br /> contract and to bind Montezuma Valley Irrigation Company; <br /> b. the resolutions of the company board of directors authorize the execution and <br /> delivery of the contract and were duly adopted by the company's Board of <br /> Directors; <br /> c. there are no provisions in the company's Articles of Incorporation or Bylaws, or <br /> any state or local law, that prevents this contract from binding the Montezuma <br /> Valley Irrigation Company; and <br /> d. the contract will be valid and binding against the Montezuma Valley Irrigation <br /> Company if entered into by the Colorado Water Conservation Board. <br /> It is further my opinion that pursuant to the Articles of Incorporation and the Bylaws of the <br /> company, as amended from time to time, the company Board of Directors have been empowered <br /> to approve and enter into the contract without obtaining further consent or approval by the <br /> stockholders. <br /> Please feel free to contact me if you need anything further in relation to this contract. <br /> Very truly yours, <br /> KELLY R.McCABE,P.C. <br /> 1 -1-11 6/1 CO1/417 <br /> Kelly R. McCabe <br />