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Colorado Water Conservation <br /> HOLLAND&HART Board <br /> September 2, 2009 <br /> Page 2 <br /> It is our opinion that the Loan Contract No. C150294 will be valid and binding, as to its <br /> terms, against the Borrower if entered into by the Colorado Water Conservation Board. <br /> A copy of this Opinion Letter may be delivered by you to the Colorado Water <br /> Conservation Board, the Colorado Department of Natural Resources, and any other lending <br /> bank, syndicate participant, or rating agency in connection with this Transaction, and such <br /> persons may rely on this Opinion Letter as if it were addressed and had been delivered to them <br /> on the date hereof. Subject to the foregoing, this Opinion Letter may be relied upon by you only <br /> in connection with the Transaction and may not be used or relied upon by you or any other <br /> person for y purpose whatsoever. <br /> Very trul ours, <br /> (---/(4) <br /> Mark E. Hamilton <br /> for Holland&Hart, LLP <br /> MEH/lrr <br /> 4576180_1.DOC <br />