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CARLSON,HAMMOND&PADDOCK,L.L.C. <br /> Colorado Water Conservation Board <br /> December 9, 2014 <br /> Page 2 <br /> (c) There are no provisions of the Company's Amended Articles or Bylaws, or any <br /> state or local laws that prevent the Loan Contract from binding the Company. <br /> (d) Subject to the effect of and to restrictions and limitations imposed by, <br /> Creditor Rights Limitations and/or other laws,judicial decisions, and principles of equity <br /> relating to the enforcement of contractual obligations generally, the Loan Contract will be <br /> valid and binding against the Company if entered into by the Colorado Water Conservation <br /> Board (the "Board"). <br /> This opinion letter is issued as of the date hereof, and we assume no obligation to <br /> revise or supplement this opinion letter to reflect any facts or circumstances that may <br /> hereafter come to our attention, or changes in law that may hereafter occur. <br /> This opinion letter is furnished to the Board solely for its information and benefit in <br /> connection with the entry of the Board into the Loan Contract, and may not be relied upon by <br /> the Board for any other purpose without the prior written consent of this firm. Further, the <br /> Company is our sole client in this transaction, and delivery of this letter to the Board does not <br /> establish an attorney-client relationship between this firm and the Board. <br /> Carlson, Hammond &Paddock,LLC <br /> BY: ;,o,.,.__ Q. c2sisir,,L <br /> William A. Paddock <br /> Cc: LaVern Hart,President,Prairie Ditch Company <br /> Mary Dzuris <br /> {00108837.DOCX/1 } <br />