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ROOSEVELT PLACE NEIL E.PILLER <br /> SCHEY, PILLER, 636 COFFMAN STREET,SUITE 200 DONALD H.ALSPAUGH <br /> ALSPAUGH & POST OFFICE BOX 267 PHILLIPS.WONG <br /> LONGMONT,COLORADO 80502-0267 SARA LEWIS,Of Counsel <br /> WONG, P.C. TELEPHONE(303)776-3511 <br /> FAX(303)772-2297 JACOB S.SCHEY(1881-1963) <br /> ATTORNEYS AT LAW THEODORE D.SCHEY,JR.(1912-1996) <br /> www.spawlaw.com <br /> November 11, 2013 <br /> Colorado Water Conservation Board <br /> Finance &Administration Section <br /> Department of Natural Resources <br /> 1580 Logan Street, Suite 600 <br /> Denver, CO 80203 <br /> Attn: Peg Mason <br /> Via Email: peg.mason @state.co.us <br /> 1St Class Mail <br /> Re: Rough and Ready Irrigating Ditch Company-Irrigation System Improvement Projects <br /> Loan Contract #C150371 <br /> This firm represents the Rough and Ready Irrigating Ditch Company (the "Company"). The <br /> Company has requested that I provide an opinion to the Colorado Water Conservation Board <br /> (CWCB)that upon executing loan documents with the CWCB,the loan contract#C150371 will be <br /> binding and enforceable against the Company. <br /> In providing this opinion, I reviewed the Company's articles of incorporation, by-laws, applicable <br /> statutes,the notice of special meeting of shareholders held on November 2,2013,the minutes of the <br /> special meetings of shareholders and directors of the Company and the Resolution passed by the <br /> shareholders on November 2, 2013. <br /> Based on my review of the Company's documents, it is my opinion that: <br /> 1. The special meeting of shareholders was legally noticed and held on November 2,2013. At <br /> that meeting a quorum of shareholders of the Company were present or present by proxy. <br /> 2. At that meeting, a Resolution of the Company was passed by the unanimous vote of the <br /> shareholders authorizing the Company to enter into a loan agreement with the CWCB in the <br /> approximate amount of$1,843,250.00,more or less, for the purpose of the projects described as the <br /> System Improvement Projects. <br /> 3. The Board of Directors of the Company is duly authorized to enter into the loan contract with <br /> the CWCB and bind the Company according to the terms of the loan contract. <br />