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Holsinger Law, LLC <br />lands, wildlife and water law <br />Colorado Water Conservation Board <br />July 17, 2012 <br />Page -3- <br />2. The Borrower has the authority to own its properties and conduct its business as <br />now conducted, to borrow the proceeds of the Loan and to execute and perform its <br />obligations under the Loan Contract. <br />3. All necessary action has been taken to authorize the execution, delivery and <br />performance of the Loan Contract by the Borrower. <br />4. The Loan Contract has been duly executed and delivered by the Borrower (as the <br />case may be) and constitutes the valid and legally binding obligations of the Borrower <br />enforceable against the Borrower in accordance with their terms, subject to the following: <br />(i) applicable bankruptcy, insolvency, reorganization, moratorium and other <br />laws affecting the rights of creditors generally; and <br />(ii) the exercise of judicial discretion in accordance with general principles of <br />equity (whether applied by a court of law or of equity). <br />5. To our knowledge, no consent, approval, authorization or other action by, or filing <br />with, any governmental authority is required in connection with the execution and delivery <br />by the Borrower, or if required, the requisite consent, approval or authorization has been <br />obtained, the requisite filing has been accomplished or the requisite action has been taken. <br />In addition to the qualifications set forth above, the opinions set forth herein are also <br />subject to the following qualifications: <br />(i) We express no opinion as to the laws of any jurisdiction other than the laws of the <br />State of Colorado and the laws of the United States of America. The opinions expressed <br />herein concern only the effect of the laws (excluding the principles of conflict of laws) of <br />the State of Colorado and the United States of America as currently in effect. We assume no <br />obligation to supplement this opinion if any applicable laws change after the date hereof, or <br />if we become aware of any facts that might change the opinions expressed herein after the <br />date hereof. <br />(ii) The opinions expressed in this letter are solely for the use of the CWCB and <br />these opinions may not be relied on by any other persons without our prior written approval. <br />The opinions expressed in this letter are limited to the matters set forth in this letter, and no <br />other opinions should be inferred beyond the matters expressly stated. <br />Please contact us should the Colorado Water Conservation Board require further <br />assurances related to this matter. <br />rv. <br />Holsinger Law, LLC <br />