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CWCB Finance Section <br /> January 22, 2014 <br /> Page 2 <br /> assumed the due authorization, execution and delivery of the Loan Contract by, and the enforceability of <br /> the Loan Contract against,the CWCB. <br /> Based upon and in reliance on the foregoing,we are of the opinion, under existing law and as of the date <br /> hereof,that: <br /> (a) The Loan Documents have been duly executed by officials of the Green Ditch Company who are <br /> duly elected or appointed and are authorized to execute the Loan Documents and to bind the Green Ditch <br /> Company. <br /> (b) The Board Resolution was duly adopted by the Board of Directors of the Green Ditch Company. <br /> (c) There are no provisions in the Constitution or laws of the State of Colorado that prevent the Loan <br /> Documents from binding the Green Ditch Company. <br /> (d) The Loan Documents comprise a valid and binding special revenue obligation of the Green Ditch <br /> Company, legally enforceable against the Green Ditch Company in accordance with the terms of the Loan <br /> Documents. <br /> The rights of the CWCB under the Loan Contract and as holder of the Note and the enforceability of the <br /> Loan Documents may be limited by the effect of, and by restrictions and limitations imposed by or <br /> resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment, or other similar <br /> laws affecting creditors' rights generally heretofore or hereafter enacted or other laws,judicial decisions, <br /> and principles of equity relating to the enforcement of contractual obligations generally, and are further <br /> subject as to enforceability to judicial discretion, to the exercise by the State of Colorado and its <br /> governmental bodies of the police power inherent in the sovereignty of the State, and to the exercise by <br /> the United States of America of the powers delegated to it by the Constitution of the United States of <br /> America. <br /> We express no opinion herein as to any matter not specifically set forth above. This opinion is given as of <br /> the date hereof and we assume no obligation to update, revise, or supplement this opinion to reflect any <br /> facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter <br /> occur. <br /> This opinion may be relied upon solely by the addressees hereto in connection with the execution and <br /> delivery of the Loan Documents. This opinion may not be relied upon for any other purpose or by any <br /> person other than the addressees. <br /> Very truly yours, <br /> DIETZ AND DAV,S,P.C. <br /> St r 7.Wan" <br /> cc: Anne Smith <br />