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Jeffrey J. Kahn Lyons G a d d i s I-Ka h n I-I a l l Eve I. Canfield <br /> John Wade Gaddis f-f r-s Dwo r k G ra nt Matthew Machado <br /> Bradley A. Hall Madoline Wallace-Gross <br /> Steven P.Jeffers A Professional Corporation ` Attorneys and Counselors Chad A. Kupper <br /> Anton V. Dworak Blair M. Dickhoner <br /> Adele L. Reester <br /> RECr:,,,.. <br /> A.Tallerico <br /> ;� Suzan D. Fritchel <br /> Scott E. Holwick n Special Counsel <br /> Cameron A. Grant JAN 2 I) 2014 Wallace H. Grant <br /> Of Counsel <br /> CoBorarl Wader <br /> Richard N. Lyons, II , . . Daniel F. Bernard <br /> Senior Counsel c January 22, 2014 (1942-2011) <br /> Colorado Water Conservation Board VIA CERTIFIED MAIL <br /> Attn: Construction Funds Section RETURN RECEIPT REQUESTED <br /> 1313 Sherman Street, Room 721 <br /> Denver, CO 80203 <br /> Re: Haldi Ditch Company- Colorado Water Conservation Board Loan Contract(C150389) <br /> This firm represents the Haldi Ditch Company ("Company"). I am providing this letter as the attorney <br /> for the Company to meet the requirement of 9f A.7 of Colorado Water Conservation Board ("CWCB") <br /> Loan Contract C150357 ("Loan"). Based upon my review of the Company's records, its articles of <br /> incorporation and bylaws, and applicable statutes, it is my opinion that: <br /> 1. The Loan was duly signed and executed by officers of the Company who were duly elected or <br /> appointed to their respective positions. Those officers are authorized to execute the Loan and to bind <br /> the Company thereto. <br /> 2. The resolution of the Company authorizing the execution and delivery of the Loan was duly <br /> adopted by the Company's Board of Directors. Pursuant to the January 2, 2014 letter from Kirk <br /> Russell, attached hereto ("Letter"), the Company was not required to obtain a member resolution. In <br /> conformity with the Letter, the Company did send by mail to all of its members, notification of actions <br /> taken by the Board relating to the Loan, a copy of which is also attached hereto. <br /> 3. There are no provisions in the Company's articles of incorporation or bylaws, or in any state <br /> or local laws that prevent the Loan from binding the Company. <br /> 4. If entered into by the CWCB,the Loan will be valid and binding against the Company. <br /> This opinion may be relied upon by the CWCB in its loan approval process, but it is given solely in <br /> conjunction with such approval and is not to be used by any third party for any other purpose. <br /> Sincerely, <br /> LYONS GADDIS KAHN HALL <br /> JEFFERS DWORAK &G ANT, PC <br /> By S. '° `� -- <br /> Scott E. Holwick <br /> sholwick@Igkhlaw.com <br /> Attachments <br /> cc: W.R. Dagle,Secretary, Haldi 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 />