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• <br /> Bernard Lyons Caddis & Kahn <br /> A Professional Corporation Attorneys and Counselors <br /> January 15, 2007 <br /> Colorado Water Conservation Board Via e-mail and U. S. Mail <br /> Department of Natural Resources <br /> Attn: Vaughn McWilliams,Water Supply Planning <br /> and Finance Section <br /> 1580 Logan St., Ste 750 <br /> Denver, CO 80203 <br /> Re: Platte Valley Irrigation Company-Colorado Water Conservation Board Loan <br /> Contract C150235 <br /> This firm represents the Platte Valley Irrigation Company ("the Company"). I am providing this letter <br /> as the attorney for the Company to meet the requirements of paragraph 7 of the above-referenced <br /> Colorado Water Conservation Board ("CWCB") loan contract. Based upon my review of the <br /> Company's records, articles or incorporation, by-laws and applicable statutes, it is my opinion that: <br /> 1. The above-referenced contract has been duly signed and executed by officers of the Company <br /> who are duly elected or appointed to their positions. Those officers are authorized to execute the <br /> loan contract and to bind the Company in this transaction. <br /> 2. The resolutions of the Company authorizing the execution and delivery of the contract were duly <br /> adopted by the Company's board of directors and stockholders. <br /> 3. There are no provisions in the Company's records, articles of incorporation, by-laws or any state <br /> or local law that prevent this contract from binding the Company. <br /> 4. The loan contact will be valid and binding against the Company if entered into by the CWCB. <br /> pm.0Sincerely yours, <br /> BERNARD, LYONS, GADDIS& KAHN, <br /> N" <br /> a -rofess.- . Corporation <br /> if/By Ab Av <br /> J- '�- r ahn <br /> j • _law.com <br /> JJK:mdd <br /> cc: Platte Valley Irrigation Company Board of Directors <br /> Donna Coble <br /> f:\ciients\p\pvic\cwcb\corr\20070104-jjk-mcwil liams-atty opinion letter.doc <br /> 515 Kimbark Street Second Floor • P.O. Box 978 • Longmont, CO 80502-0978 <br /> Phone: 303-776-9900 Fax: 303-413-1003 • www.blglaw.com <br />