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'LAW © CII OF IMI Silimuz, I oo <br /> 25 South 4th Avenue <br /> Brighton, Colorado 80601-2029 <br /> Telephone: 303-659-3171 <br /> Fax: 303-659-5053 <br /> August 19, 2014 <br /> Ms. Peg Mason <br /> Colorado Water Conservation Board <br /> Water Project Loan Section <br /> 1313 Sherman St., Room 721 <br /> Denver, CO 80203 <br /> Dear Ms. Mason: <br /> I have represented the Fulton Irrigating Ditch Company ("Fulton") for approximately <br /> twelve years. It is my opinion that the Loan Contract by and between the State of Colorado for <br /> the use and benefit of the Department of Natural Resources, Colorado Water Conservation Board <br /> ("CWCB") and Fulton was duly executed by Fulton President Robert T. Sakata and myself as <br /> Secretary on August 8, 2014. Further, it is my opinion that the President and myself were duly <br /> elected by the shareholders or appointed by the Board of the Company, and are authorized to <br /> execute the Contract and to bind Fulton. <br /> It is also my opinion that the resolutions provided by Fulton, at the request of CWCB, <br /> were duly adopted by Fulton's Board of Directors. I have reviewed Fulton's Articles of <br /> Incorporation and Bylaws and have found no provision which would prevent the above- <br /> referenced contract from binding Fulton. Similarly I am unaware of any State of Local law that <br /> would prevent the Contract from binding Fulton. <br /> It is my opinion that the Contract referenced above will be valid and binding against <br /> Fulton if entered into by the CWCB. <br /> Please feel free to contact me with any further questions or concerns. <br /> Very truly yours, <br /> rice tee e <br /> BS/jlk <br /> C.'Csers\Assistant\Documents\Ditches\Fulton\Capital Improvements\CWCB Attorney Opinion.Ltr.docx <br />