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ALPERSTEIN 81 COVELL, P.C. <br /> A T T O R N E Y S A T L A W <br /> DONALD W.ALPERSTEIN 1600 BROADWAY,SUITE 2350 (In a(u alpersteincovell.com <br /> CYNTHIA F.COVELL DENVER,COLORADO 80202-4921 efc(n alpersleincovell.com <br /> NEIL E.AYERVAIS nea(ir'aiperstcincovell.com <br /> ANDREA L.BENSON aIb(ivalpeislcineovelLcum <br /> GILBERT Y.\1ARCHAND,JR. TELEPHONE(303)894-8191 <br /> Of Counsel FAX(303)861-0420 <br /> March 10,2010 <br /> Colorado Water Conservation Board Via Email: Vaughn.McWilliams@state.co.us <br /> Attn: Construction Fund Section <br /> 1313 Sherman Street,Room721 <br /> Denver, C080203 <br /> RE: Fort Morgan Reservoir& Irrigation Company-Loan Contract Number C150298 <br /> Dear Sir/Madam: <br /> I am providing the following opinion letter at the request of Fort Morgan Reservoir & <br /> Irrigation Company("Fort Morgan"), in accordance with and required by paragraph 7 of the above- <br /> referenced loan contract. I am an attorney admitted to the practice of law in the State of Colorado <br /> and this law firm represents Fort Morgan with respect to its water rights, water supply and related <br /> matters. <br /> I have reviewed Fort Morgan's Articles of Incorporation,Bylaws and resolutions,and laws <br /> of the State of Colorado. Based on my review of the foregoing,I am of the opinion that: <br /> a. The loan contract has been duly executed by officers of Fort Morgan who are duly <br /> elected or appointed and are authorized to execute the contract and to bind Fort Morgan. Specifically, <br /> in accordance with Article II of the company's Bylaws,Peter E.Krohn and William E.Lauck were duly <br /> elected as President and Secretary,respectively,of Fort Morgan by its directors at its annual meeting, <br /> that took place on January 23,2010. Pursuant to the Bylaws,Article IV,Mr.Krohn and Mr.Lauck are <br /> authorized to execute the contract and to bind Fort Morgan. <br /> b. The resolutions of Fort Morgan authorizing the execution and delivery of the contract <br /> were duly adopted by Fort Morgan's board of directors. Such resolutions were duly adopted by the <br /> directors at the company's annual meeting on January 23,2010. Such resolutions were executed by <br /> the then-sitting President and Secretary. <br />