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i • <br /> Colorado Water Conservation Board <br /> Opinion of Counsel <br /> February 19, 2015 <br /> It is my opinion that: <br /> (a) The Contract has been duly executed by the officers of the Borrower who are <br /> duly elected or appointed and are authorized to execute the Contract and to bind <br /> the Borrower; and <br /> (b) The resolutions of the Borrower authorizing the execution and delivery of the <br /> Contract were duly adopted by the Borrower's Board of Directors and/or <br /> shareholders; and <br /> (c) There are no provisions in the Borrower's Articles of Incorporation or Bylaws <br /> or any state or local law that prevent this; and <br /> (d) The Contract will be valid and binding against the Borrower if entered into by <br /> the CWCB. <br /> I express no opinion as to the title to Borrower to, or ownership of, the water <br /> rights pledged as collateral to the Colorado Water Conservation Board or any real <br /> estate upon which the West Reservoir Dam is to be constructed. <br /> This opinion is furnished by me to the Colorado Department of Natural <br /> Resources, Water Conservation Board and is solely for your benefit under the Loan <br /> Contract and solely for the purposes contemplated by the Loan Contract. The opinions <br /> expressed herein may be relied upon only in connection with the Loan Contract and <br /> only by you. This letter may not be used, or relied upon by for any other purpose than <br /> stated herein. This letter may not be relied upon or used by any other person or entity, <br /> or quoted in whole or in part without our prior written consent. <br /> Very truly yours, <br /> Susan B. Hillyard, P.C. <br /> SBH/mp <br />