C150336 Attorney Opinion Letter Ammend 1

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Colorado Water Conservation Board August 20, 2014 Page 2 valid financing statement for the Security Agreement will be recorded and filed, as applicable,with the Boulder County Clerk and Recorder and the Colorado Secretary of State, and that all recordation or filing charges specified therein will be paid. Based upon and subject to the foregoing, and on the assumption that the Loan Documents have, where appropriate, been duly exec_uted and delivered by the other parties thereto, we are of the opinion that: 1. Borrower is duly organized, validly existing and in good standing as a corporation under the laws of the State of Colorado, and is organized as a mutual ditch company under C.R.S. §§ 7-42-101, et seq. 2. The Loan Documents have been duly executed by officers of Borrower who have been duly elected or appointed and are authorized to execute the Loan Documents and to bind the Borrower; 3. The resolutions of the Borrower authorizing the execution and delivery of the Loan Documents have been duly adopted by the Borrower's Board of Directors; 4. The execution, delivery and performance by Borrower of the Loan Documents, the compliance by Borrower with the respective terms thereof and the consummation of the transactions contemplated thereby do not and will not conflict with or constitute on the part of Borrower a violation of, breach of or default under (i) the Company Documents or (ii) any applicable law, statute or ordinance; 5. The Loan Documents will be valid and binding against Borrower if entered into by CWCB; 6. Nothing has come to our attention to indicate that any representation, warranty or statement of Borrower contained in the Loan Documents is not true, correct and complete or that there is any omission of any fact or facts relating to Borrower or, with respect to any such representation, warranty or statement, the omission of which might cause the matters set forth in the Loan Documents or such certificates to be materially misleading. The opinions expressed above are subject to and qualified by the following: A. We express no opinion as to the power and/or authority of Lender, nor the compliance by Lender, under federal or state laws, applicable to Lender's execution and delivery of the Loan Documents and consummation of the transactions contemplated thereunder; B. We are admitted to practice in the State of Colorado and in rendering the foregoing opinions, notwithstanding any language therein that may be interpreted to the contrary, {W0926218 TJS}