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Partners <br /> Julia T.Waggener <br /> HOFFMAN Richard M.Foster <br /> Denise D.Hoffman <br /> CREWS S.Kato Crews <br /> Nicole R.Nies <br /> N I ES Mychael Dave <br /> WAGGENER& Attore .Nies Attorney y At Law Of Counsel <br /> Victor Quinn <br /> FOSTER LIP D:(720)974-9422 Associates <br /> NNIES @HCNWF-LAW.COM Emily T.Gregory <br /> Jessamyn Colvard <br /> August 12, 2015 <br /> Colorado Water Conservation Board <br /> The Department of Natural Resources <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> Attn: Kirk Russell, P.E. <br /> Re: Lender: State of Colorado, for the use and benefit of The <br /> Department of Natural Resources, Colorado Water <br /> Conservation Board <br /> Original Borrowers: Two Rivers Water & Farming Company, a Colorado <br /> corporation f/k/a Two Rivers Water Company <br /> ("TRW&FC"); Two Rivers Farms F-2, Inc., a <br /> Colorado corporation f/k/a Two Rivers Farms F-2, LLC <br /> ("TRF F-2"); and TRWC, Inc., a Colorado corporation <br /> ("TRWC") <br /> Property: Real property located in Pueblo County, State of <br /> Colorado, ("State") as legally described in Exhibit A <br /> attached hereto and made a part hereof <br /> Loan Modification: Modification of a loan (the "Loan") in the original <br /> principal amount of$1,184,882.00 <br /> Ladies and Gentlemen: <br /> A. Introduction. <br /> 1. Clients. <br /> We have acted as special Colorado counsel for TRW&FC and TRF F-2 (collectively, the <br /> "Borrowers") in connection with the Loan Modification. You have requested our opinion on <br /> certain matters in connection with the Loan Modification. Unless otherwise indicated, the words <br /> and terms defined in the Loan Contract (described below) shall have the same meaning when <br /> used in this opinion letter as are ascribed to such words in the Loan Contract. <br /> 5350 SOUTH ROSLYN STREET,SUITE 100,GREENWOOD VILLAGE,COLORADO 80111 I O:303.860.7140 F.303.860.7344 <br />