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Ito DIETZE AND DAVIS, P.C. <br /> ATTORNEYS AT LAW <br /> Serving the West from Boulder since 1972 <br /> Peter C.Dietze Siena Square Building Joshua E.Anderson <br /> Robyn W.Kube 2060 Broadway,Suite 400 Gabriella Stockmayer <br /> Karl F.Kumli,111* Boulder,Colorado 80302 <br /> David J.Thrower Telephone(303)447.1375 Of Counsel: <br /> Joel C.Maguire Fax(303)440-9036 Carmen S.Danielson <br /> Renee Ezer* www.dietzedavis.com Nicholas G.Muller <br /> Stephen A.Closky <br /> Star L.Waring Email:SWaring @dietzedavis.com Joel C.Davis 1936-2013 <br /> Tucker M.Katz <br /> Mark D.Detsky Also admitted in California <br /> January 22,2014 <br /> Original by mail <br /> Via email to:peg.mason @state.co.us <br /> CWCB Finance Section <br /> Attn: Peg Mason,Contracts Manager <br /> 1580 Logan, Suite 600 <br /> Denver,CO 80203 <br /> Re: Attorney Opinion Letter Concerning Green Ditch Company's Emergency Loan Contract with and <br /> Promissory Note to Colorado Water Conservation Board dated January 17,2014 <br /> Dear Ms.Mason: <br /> We represent Green Ditch Company in connection with the execution and delivery of a Loan Contract <br /> dated January 17, 2014, between the Green Ditch Company and the Colorado Water Conservation Board <br /> ("CWCB") and a Promissory Note made by the Green Ditch Company to the CWCB as of January 17, <br /> 2014, (the "Note"and, collectively with the Loan Contract, the"Loan Documents")pursuant to the Loan <br /> Contract. <br /> The Note matures,bears interest at the rate, and is payable in the manner and subject to the conditions and <br /> limitations provided in the Loan Contract and the resolution authorizing the execution and delivery of the <br /> Loan Documents adopted on January 16, 2014 by the Board of Directors of the Green Ditch Company <br /> (the "Board Resolution"). Specifically,the Board approved a Small Project Loan from the CWCB not to <br /> exceed 100% of project costs of up to $525,000, with a loan origination fee of 1% of the project costs in <br /> accordance with CWCB Policy No. 16, resulting in a total loan amount of $530,250 over 30 years, <br /> including no payments and zero interest for the first three years followed by 27 years of amortized <br /> payments at the interest rate of 2.50%. <br /> We have examined the Constitution and laws of the State of Colorado and such certified proceedings, <br /> certificates, documents, opinions, and other papers as we deem necessary to render this opinion. As to <br /> questions of fact material to our opinion, including the status and qualification of the Green Ditch <br /> Company, we have relied upon the representations of the Green Ditch Company contained in the Loan <br /> Documents, the Shareholder Resolution, and the certified proceedings and other certifications of public <br /> officials furnished to us, without undertaking to verify the same by independent investigation. We have <br />