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Richard N. Lyons, I I Lyons Gaddis Kahn & Hall Eve I. Canfield <br /> Jeffrey J. Kahn Scott E. Holwick <br /> John W. Gaddis A Professional Corporation � �" Attorneys and Counselors Matthew Machado <br /> Bradley A. Hall Madoline Wallace-Gross <br /> Steven P.Jeffers Chad A. Kupper <br /> Anton V. Dworak RECEIVED <br /> Adele L. Reester Daniel F. Bernard <br /> Catherine A.Tallerico OCT 1 7 2011 <br /> (1942-2011) <br /> October 14, 2011 <br /> Colorado Water Conservation Board <br /> Colorado Water Conservation Board VIA CERTIFIED MAIL <br /> Department of Natural Resources RETURN RECEIPT REQUESTED <br /> Attn: Construction Fund Section <br /> 1313 Sherman Street, Room 721 <br /> Denver, CO 80203 <br /> Re: Last Chance Ditch Company- Ditch Headworks Replacement Project; Colorado Water <br /> Conservation Board Loan Contract(C150318) <br /> This firm represents the Last Chance Ditch Company (the "Company"). I am providing this letter as <br /> the attorney for the Company to meet the requirements of paragraph A.7 of the above-referenced <br /> Colorado Water Conservation Board ("CWCB") Loan Contract. Based upon my review of the <br /> Company's records, articles of incorporation, bylaws and applicable statutes, it is my opinion that: <br /> 1. The above-referenced Loan Contract has been duly signed and executed by officers of the <br /> Company who are duly elected or appointed to their positions. Those officers are authorized to <br /> execute the Loan Contract and to bind the Company in this transaction. <br /> 2. The resolutions of the Company authorizing the execution and delivery of the Loan Contract <br /> were duly adopted by the Company's Board of Directors and its stockholders. <br /> 3. There are no provisions in the Company's records, articles of incorporation, bylaws, or any <br /> state or local laws that prevent this Loan Contract from binding the Company. <br /> 4. The Loan Contract will be valid and binding against the Company if entered into by the CWCB. <br /> Sincerely, <br /> LYONS GADDIS KAHN & HALL, PC <br /> By )•'FI <br /> Scott E. Holwick <br /> sholwick @Igkhlaw.corn <br /> SEH <br /> cc: Board of Directors, Last Chance Ditch Company <br /> 515 Kimbark Street • Second Floor • P.O. Box 978 • Longmont, CO 80502-0978 <br /> Phone: 303-776-9900 Fax: 303-776-9100 • www.Igkhlaw.com <br />