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Colorado Water Conservation Board 2 of 2 Tuesday,April 07,2009 <br /> The Louden Irrigating Canal And Reservoir Company <br /> behalf of the Corporation. <br /> 2. The Corporation's shareholders have validly adopted a resolution granting such <br /> person the power to sign the Loan Contract. <br /> 3. The Corporation's articles of incorporation and bylaws do not prevent the Loan <br /> Contract from binding the Corporation. <br /> 4. The Loan Contract is enforceable against the Corporation. <br /> Subject to the foregoing,this Opinion Letter may not be used or relied upon by you or any <br /> other person for any purpose whatsoever,except to the extent authorized in the Accord,without in <br /> each instance our prior written consent. <br /> Very truly yours, <br /> 74A <br /> Randolph W. Starr <br /> pc: client <br />