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3. At that meeting, a Resolution of the Company was passed by a majority vote of the <br /> shareholders of the Company authorizing the Company to enter into a loan agreement,promissory <br /> note in the principal amount of$324,210.00, security agreement and deed of trust,with the CWCB <br /> for the purpose of the construction of the Project. <br /> 4. The Board of Directors of the Company is duly authorized to enter into the loan contract, <br /> promissory note, security agreement and deed of trust with the CWCB and bind the Company <br /> according to the terms of the loan contract,promissory note, security agreement and deed of trust. <br /> 5. There are no provisions in the Company's articles of incorporation, by-laws, state or local <br /> laws or other reviewed documents which would prohibit the action of the Company to enter into the <br /> loan contract with the CWCB and execute the promissory note,security agreement and deed of trust. <br /> 6. Upon execution by the duly authorized officers or directors of the Company,the loan contract <br /> described as CWCB CMS #74820, the promissory note in the original principal balance of <br /> $324,210.00, the security agreement and the deed of trust will be valid and binding against the <br /> Company. <br /> This opinion may be relied upon by the CWCB in approving the loan with the Company and for this <br /> purpose only. <br /> ncerel , <br /> \N <br /> Phillip S. W g <br /> pwong8543 @aol.com <br /> cc: Dan Grant, Secretary <br /> C:\Data\wpdocs\ditchcompanies\Supply Irrigating-CWCB-Opinion.ltr.wpd <br />