CT2015-134 Attorney Opinon Letter

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CARLSON,HAMMOND&PADDOCK,L.L.C. ATTORNEYS AT LAW 1900 GRANT STREET, SUITE 1200 JOHN UNDEM CARLSON MARY MEAD HAMMOND DENVER, COLORADO 80203 (1940-1992) WILLIAM A. PADDOCK LEE H. JOHNSON TELEPHONE(303)861-9000 KARL D. OHLSEN e-mail: chp@chp-law.com MASON H. BROWN TELECOPIER(303)861-9026 website: www.chp-law.com bpaddock@chp-law.com December 9, 2014 Via Hand Delivery Colorado Water Conservation Board 1313 Sherman Street,Room 718 Denver, CO 80203 Attn: Peg Mason Re: Loan Contract No. 71949/CORE: CT2015- Borrower: The Prairie Ditch Company Ladies and Gentlemen: This firm is counsel to the Prairie Ditch Company (the "Company"), a mutual ditch company organized pursuant to the Ditch and Reservoir Company Act, C.R.S. §§ 7-42-101 et seq. ("Ditch Company Act"),which has entered into and executed Loan Contract No. 71494/CORE: CT2015-with the Colorado Water Conservation Board (the "Loan Contract"), and has served in such capacity in connection with the authorization, execution, and delivery of the Loan Contract. Terms used herein that are defined in the Loan Contract will have the meanings assigned to them therein. We have examined, among other things, the Ditch Company Act, the Amended Articles of Incorporation of the Company ("Amended Articles") and current Bylaws of the Company,the Loan Contract, and the proceedings of the Board of Directors, and of the Company's shareholders with respect to the authorization, execution, and delivery of the Loan Contract, and have made such examination of applicable Colorado and Federal Law, as we have deemed necessary in giving this opinion. Based upon the foregoing, we are of the opinion that: (a) The Loan Contract has been duly executed by the President and Secretary of the Company, both of whom are duly elected and authorized to execute the Loan Contract and to bind the Company thereby; (b) The Resolution of the Board of Directors attached as Appendix 3b to the Loan Contract authorizing the execution and delivery of the Loan Contract was duly adopted by the Board of Directors of the Company, and the Resolution of the Shareholders attached as Appendix 3a to the Loan Contract was duly adopted by the shareholders of the Company;