CT2015-091 Attorney Opinion Letter

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acurvenzg.T.Eava, 9.d.8nav360 - 403 9itaitv&teet, �`cv�wcay(84 440 grianc,(749)274-5433 • Faa,(749)274-543* September 11, 2014 File No. 4491 Colorado Water Conservation Board Attn: Finance Section 1313 Sherman Street Denver, CO 80203 In re: The Sanford Canal Company To Whom it may Concern: This opinion letter is being written on behalf of and at the request of the officers and directors of The Sanford Canal Company whom I represent. I am an attorney admitted to practice in the State of Colorado in October of 1973 and am currently in good standing with the Colorado Supreme Court. For many years,I have acted as counsel to THE SANFORD CANAL COMPANY (the "Company") that has entered into a Loan Contract (as hereinafter defined)with the COLORADO WATER CONSERVATION BOARD(the"Board") and I have acted in connection with the authorization, execution and delivery by the Board of its Loan Agreement. In so acting,I have examined the Constitution and laws of the State of Colorado and the proceedings relating to the organization of the Board. I have also examined originals or copies certified or otherwise identified to my satisfaction, of the following: (a) the Loan Contract dated August 30, 2014, (the "Loan Contract") by and between the Board and the Company. (b) the proceedings of the officers and the Board of Directors of the Company and its stockholders relating to the approval of the Loan Contract and the execution,issuance and delivery thereof on behalf of the Company and the authorization of the undertaking and completion of the Project as defined in the Loan Contract. ( c) the Promissory Note dated August 30, 2014, made by the Company in the original principal amount of$101,000.00 payable to the Colorado Water Conservation Board in connection with the loan as defined in the Loan Contract.