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Holsinger Law, LLC lands, wildlife and water law Colorado Water Conservation Board July 17, 2012 Page -2- "our knowledge" signify that, in the course of our representation of the Borrower in matters with respect to which we have been engaged by the Borrower as counsel, no information has come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the documents, certificates, reports and information on which we have relied are not accurate and complete. Except as otherwise stated herein, we have undertaken no independent investigation or verification of such matters. The words "our knowledge" and similar language used herein are intended to be limited to the knowledge of the lawyers within our firm who we reasonably believe have knowledge of the affairs of the Borrower. In reaching the opinions set forth below, we have assumed, and to our knowledge there are not facts inconsistent with, the following: (a) each of the parties thereto has duly and validly executed and delivered each instrument, document and agreement executed in connection with the Loan Contract to which such party is a signatory and such party's obligations set forth therein are its legal, valid and binding obligations, enforceable in accordance with their respective terms; (b) each person executing any such instrument, document or agreement on behalf of any such party is duly authorized to do so; (c) each natural person executing any such instrument, document or agreement is legally competent to do so; (d) there are no oral or written modifications of or amendments to the Loan Contract, and there has been no waiver of any of the provisions of the Loan Contract, by actions or conduct of the parties or otherwise; (e) all documents submitted to us as originals are authentic; all documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all documents submitted to us for examination are genuine; and all public records reviewed are accurate and complete. Based on our review of the foregoing and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter: 1. The Borrower is a not - for - profit corporation validly existing in good standing under the laws of the State of Colorado with a stated term of existence beyond the term of the Loan Contract. r- Holsinger Law, LLC