CT2015-164 Original Attorney Opinion Letter 3/5/12

• Contract/PO #: CT2015-164
• Contract/PO #: C150328
• Contract/PO #: C150328A
• Contractor Name: Two Rivers Water and Farming Company
• Contract Type: Loan
• Loan Projects - Doc Type: Contract Documents

• •
Davidson & Shear, LLC
A Professional Limited Liability Company Roger V Davidson
Ronald H Shear(retired)
1327 Lark Ct. N-
Boulder, CO 80303
Phone: [phone] MAR 0 6 2012 Fax: [phone]
www.DandSlegal.com
Colorado Water ORIGINAL ATTORNEY
Colorado Water Conservation Board Conservation Boarc OPININON LETTER
Department of Natural Resources 3/5/2012
1313 Sherman St., Room 721
Denver, Colorado 80203
Attn: Construction Fund Section
March 5, 2012
Re: Loan to Two Rivers Water Company; Colorado Water Conservation Board Loan Contract
No. C 150328A
Gentlemen;
This firm represents Two Rivers Water Company ("Parent"), a Colorado corporation; TRWC,
Inc., a Colorado corporation and wholly-owned subsidiary of Parent and Two Rivers Farms F-2,
LLC a Colorado limited liability company and wholly-owned subsidiary of Parent (collectively
the "Borrower") with regard to certain corporate matters relating to the above referenced loan.
We are providing this letter as the attorney for the Borrower to meet the requirements of
paragraph A.7 of the above-referenced Colorado Water Conservation Board(the "CWCB") Loan
Contract. We have reviewed certain of the Borrower's records, articles of incorporation, bylaws,
other formative documents, applicable statutes and certain noteholder consents ("Noteholder(s)")
required to subordinate certain of the Borrower's Noteholder's security interest to the security
interest of the CWCB. In giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all instruments presented to us
as copies and the genuineness of all signatures. Based upon our review, we are of the opinion
that:
a. The above-referenced loan contract has been duly signed and executed by officers of the
BORROWER who are duly elected or appointed and are authorized to execute the contract
and to bind the BORROWER.
b. The resolutions of the BORROWER authorizing the execution and delivery of the contract
were duly adopted by the BORROWER'S board of directors, and with respect to Two River
Farms,LLC, its managers, and no stockholder approval is required.
c. There are no provisions in the BORROWER'S articles of incorporation, bylaws or other
formative documents or any state or local law that prevent this contract from binding the
BORROWER.