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CWCB Opinion <br /> February 24,2012 <br /> Page 2 <br /> 2. The Resolutions of the Borrower authorizing execution and delivery of the <br /> Contract were duly adopted by the Borrower's board of directors and/or stockholders. <br /> 3. There are no provisions in the Borrower's articles of incorporation or bylaws that <br /> prevent this Contract from binding the Borrower. <br /> 4. We are not aware of any state or local law preventing this Contract from binding <br /> the Borrower. <br /> It is our opinion that the Loan Contract No. C150323 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 he 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 any purpose whatsoever, except to the extent authorized in the Accord, without in <br /> each instance our prior written consent. <br /> Sincerely, <br /> Fischer, Br. , : 4 lett&G P.C. <br /> war <br /> Brent Bartlett, Esq. <br /> f:\bartlett\jackson ditch company\check structure and cwcb loan\cwcb jackson ditch loan\cwcb opinion ltr jdc 02.24.12 mhb.doc <br />