CT2015-090 Attorney Opinion Letter

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VANCE & LARSON LAW FIRM 319 Ross Avenue Alamosa,CO 81101 719-587-1992 - Telephone 719-587-1934 - Facsimile September 10, 2014 Re: Letter of Opinion re: Ephraim Core & Diversion To the parties identified in Schedule A hereto: Ladies and Gentlemen: We have acted as Counsel for the Ephraim Ditch Company, a Colorado corporation, in connection with the preparation, execution and delivery of the CWCB loan contract documents previously submitted and hereinafter collectively referred to as the "Loan Documents". We are delivering this opinion letter to you at the request of Ephraim Ditch Company and CWCB pursuant to Page 3, Paragraph a.7.a-d of the Loan Agreement. On the basis of and subject to the assumptions, qualifications, exceptions and limitations set forth below, we express the following opinions: 1. The Ephraim Ditch Company is a corporation duly incorporated, validly existing and in good standing with the State of Colorado. 2. The Ephraim Ditch Company has the corporate power and authority to execute, deliver and perform all of its obligations under the Loan Agreement. 3. The Loan Agreement has been reviewed, discussed, and duly executed by duly appointed and authorized officers of the Ephraim Ditch Company. 4. The Company has taken all corporate action necessary to authorize the execution, delivery and performance of each of the Loan Agreement Documents, and has duly executed and delivered each of them. 5. The Loan Documents are legal, valid, and binding obligations of the Ephraim Ditch Company, enforceable against the Company in accordance with their respective terms, except as may be limited by(a) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the rights and remedies of creditors generally, and (b) general principles of equity