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CARLSON,HAMMOND&PADDOCK,L.L.C. <br /> Colorado Water Conservation Board <br /> February 12, 2014 <br /> Page 2 <br /> (c) There are no provisions of the Company's Articles of Incorporation or <br /> Bylaws, or any state or local laws that prevent the Loan Contract from binding the <br /> Company. <br /> (d) Subject to the effect of, and to restrictions and limitations imposed by, <br /> Creditor Rights Limitations and/or other laws,judicial decisions, and principles of equity <br /> relating to the enforcement of contractual obligations generally, the Loan Contract will be <br /> valid and binding against the Company if entered into by the Colorado Water <br /> Conservation Board (the "Board"). <br /> This opinion letter is issued as of the date hereof, and we assume no obligation to <br /> revise or supplement this opinion letter to reflect any facts or circumstances that may <br /> hereafter come to our attention, or changes in law that may hereafter occur. <br /> This opinion letter is furnished to the Board solely for its information and benefit in <br /> connection with the entry of the Board into the Loan Contract, and may not be relied upon <br /> by the Board for any other purpose without the prior written consent of this firm. Further, <br /> the Company is our sole client in this transaction, and delivery of this letter to the Board <br /> does not establish an attorney-client relationship between this firm and the Board. <br /> Carlson, Hammond & Paddock, LLC <br /> By: LO,s1Q►ia,--. (,). (4e/t4t- <br /> William A. Paddock <br /> Copy: Keith Holland, President, Santa Maria Reservoir Company <br /> Connie Pleasant <br /> Jay Yeager <br /> (0(H)41987.DOCX/ I 1 <br />