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Colorado Water Conservation Board <br /> The Department of Natural Resources <br /> August 12, 2015 <br /> Page 4 <br /> E. The Loan Documents and Loan Modification Documents have been duly <br /> authorized and properly executed and delivered by Borrowers, and constitute the <br /> legal and binding obligations of Borrowers; <br /> F. Borrowers owns all of the Property, assets and rights purported to be owned by it in <br /> accordance with the terms of the Loan Documents and Loan Modification <br /> Documents; <br /> G. The accuracy of factual statements, representations, written information and <br /> certificates made by representatives of Borrowers. No information has come to our <br /> attention that would give us current actual knowledge or notice to the contrary; <br /> H. Neither the Lender nor Lender's legal counsel has any current actual knowledge of <br /> any reason why any portion of this opinion is not accurate; <br /> I. All terms and conditions of or relating to the modification of the Loan are accurately <br /> and completely embodied in the Loan Documents and Loan Modification <br /> Documents and there are no other material agreements between the parties regarding <br /> the second modification of the Loan; and <br /> Further, in arriving at the opinions set forth below, we have relied on originals or copies, <br /> certified or otherwise identified to our satisfaction, of certain instruments, documents and <br /> certificates of public officials, and we have assumed the proper recording or filing of the Loan <br /> Documents and Loan Modification Documents where necessary. <br /> C. Opinion. <br /> Based upon such review and related examinations and inquiries of such legal and factual <br /> matters as are deemed necessary by us for the formulation of the following opinions, and subject <br /> to the qualifications, assumptions and exceptions herein contained, we are of the opinion that: <br /> 1. Based solely on the TRW&FC Good Standing Certificate, TRW&FC is duly <br /> organized as a Colorado corporation and is validly existing and in good standing under the laws <br /> of the State of Colorado. <br /> 2. Based solely on the TRF F-2 Good Standing Certificate, TRF F-2 is duly <br /> organized as a Colorado corporation and is validly existing and in good standing under the laws <br /> of the State of Colorado. <br /> 3. Wayne Harding is the Chief Financial Officer of TRW&FC and has full power <br /> and authority to execute, deliver and perform its obligations under the Loan Documents on <br /> behalf of TRW&FC. <br />