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documents on behalf of NPIC; <br /> (5) That neither the Articles of Incorporation, By-laws, Rules and Regulations, or <br /> state or local laws prevent NPIC and its duly elected or appointed directors and <br /> officers from entering into and signing the Loan Contract and Appendix <br /> documents; and <br /> (6) The Loan Contract and Appendix documents will be valid and binding against <br /> NPIC if the Colorado Water Conservation Board accepts and executes said Loan <br /> Contract. <br /> For this opinion we have been provided the documents listed on Exhibit "A". Our <br /> opinion is solely based upon these documents and we have not made any independent <br /> investigation or review. Our liability for this opinion letter is limited to the amount of attorney <br /> fees paid for this opinion by NPIC. <br /> Very truly yours, <br /> LIND & O ': e " , LLP <br /> /,. <br /> _ r <br /> Kennet F. Lind <br /> KFL/sr <br /> Enclosure <br /> 2 <br />