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It) DIETZE AND DAVIS, P.C. <br /> ATTORNEYS AT LAW <br /> Serving the West from Boulder since 1972 <br /> Peter C.Dietze Siena Square Building Joshua E.Anderson <br /> Robyn W.Kube 2060 Broadway,Suite 400 Gabriella Stockmayer <br /> Karl F.Kumli,III* Boulder,Colorado 80302 <br /> David J.Thrower Telephone(303)447-1375 Of Counsel: <br /> Joel C.Maguire Fax(303)440-9036 Carmen S.Danielson <br /> Renee Ezer* www.dietzedavis.com Nicholas G.Muller <br /> Stephen A.Closky <br /> Star L.Waring Email:KarIK @dietzedavis.com Joel C.Davis 1936-2013 <br /> Tucker M.Katz Also admitted in California <br /> Mark D.Detsky <br /> February 24, 2014 <br /> Original by mail Via email to: peg.mason @state.co.us <br /> CWCB Finance Section <br /> Attn: Peg Mason,Contracts Manager <br /> 1580 Logan, Suite 600 <br /> Denver,CO 80203 <br /> Re: Attorney Opinion Letter Concerning The Butte Irrigating and Milling Company's Emergency Loan Contract with <br /> and Promissory Note to Colorado Water Conservation Board dated January 28, 2014 <br /> Dear Ms. Mason: <br /> This office represents The Butte Irrigating and Milling Company in connection with the execution and delivery of a Loan <br /> Contract dated January 28, 2014 between The Butte Irrigating and Milling Company and the Colorado Water <br /> Conservation Board("CWCB") and a Promissory Note made by The Butte Irrigating and Milling Company to the CWCB <br /> as of January 28, 2014 (the"Note"and, collectively with the Loan Contract,the"Loan Documents")pursuant to the Loan <br /> Contract. <br /> The Note matures, bears interest at the rate, and is payable in the manner and subject to the conditions and limitations <br /> provided in the Loan Contract and the resolution authorizing the execution and delivery of the Loan Documents adopted <br /> on January 28, 2014 by the Board of Directors of The Butte Irrigating and Milling Company (the "Board Resolution"), <br /> and by the shareholders of The Butte Irrigating and Milling Company ("Shareholders Resolution") on January 28, 2014. <br /> Specifically, the Board approved a Small Project Loan from the CWCB not to exceed 100% of project costs of up to <br /> $275,000.00,with a loan origination fee of 1%of the project costs in accordance with CWCB Policy No. 16,resulting in a <br /> total loan amount of$277,750.00 over 30 years, including no payments and zero interest for the first three years followed <br /> by 27 years of amortized payments at the interest rate of 2.30%. <br /> We have examined the Constitution and laws of the State of Colorado and such certified proceedings, certificates, <br /> documents, opinions, and other papers as we deem necessary to render this opinion. As to questions of fact material to <br /> our opinion, including the status and qualification of The Butte Irrigating and Milling Company, we have relied upon the <br /> representations of The Butte Irrigating and Milling Company contained in the Loan Documents, the Shareholder <br /> Resolution, and the certified proceedings and other certifications of public officials furnished to us,without undertaking to <br /> verify the same by independent investigation. We have assumed the due authorization, execution and delivery of the <br /> Loan Contract by, and the enforceability of 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 hereof,that: <br />