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LEFFERDINK LAW OFFICE, LLC <br /> ATTORNEYS AT LAW <br /> JOHN S.LEFFERDINK P.O.BOX 110 TELEPHONE: (719)336-7411 <br /> 409 SOUTH MAIN STREET FAX: (719)336-7621 <br /> LAMAR,COLORADO 81052 E-MAIL: lefflaw @centurytel.net <br /> October 14,2015 <br /> Colorado Water Conservation Board <br /> Colorado Department of Natural Resources <br /> 1313 Sherman Street <br /> Denver, CO 80203 <br /> Re: The Fort Lyon Canal Company <br /> Gentlemen: <br /> We are the attorneys for The Fort Lyon Canal Company concerning the Loan Contract with the <br /> Colorado Water Conservation Board dated October 14, 2015. <br /> As the attorneys for The Fort Lyon Canal Company, it is our opinion that: <br /> a. the Contract has been duly executed by officers of The Fort Lyon Canal Company who <br /> are duly elected or appointed and are authorized to execute the Contract and to bind The <br /> Fort Lyon Canal Company; and <br /> b. the resolutions of The Fort Lyon Canal Company authorizing the execution and delivery <br /> of the Contract were duly adopted by The Fort Lyon Canal Company's board of <br /> directors and; and <br /> c. there are no provisions in The Fort Lyon Canal Company's articles of incorporation or <br /> bylaws or any state or local law that prevent this Contract from binding The Fort Lyon <br /> Canal Company; and <br /> d. the Contract will be valid and binding against The Fort Lyon Canal Company if entered <br /> into by the Colorado Water Conservation Board. <br /> Please advise if you need any further information. <br /> Very trul rs, <br /> John S.Lefferdink <br /> clm <br /> xc: The Fort Lyon Canal Company <br />