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Colorado Water Conservation Board <br /> Page Two <br /> November 4, 2015 <br /> 4. The Contract will be valid and binding as to UVWUA upon mutual execution. <br /> Furthermore, it is my opinion that pursuant to the UVWUA Articles of Incorporation and <br /> By-Laws presently in effect that the UVWUA Board of Directors is empowered with the authority <br /> to execute this Loan Contract and bind UVWUA thereunder without obtaining the consent or <br /> approval of the stockholders. <br /> In basing the conclusions and other matters set forth herein on"my knowledge,"the words <br /> "my knowledge" signify that, in the course of my representation of Borrower(UVWUA) in <br /> matters with respect to which I have been engaged by the borrower as counsel, no information has <br /> come to my attention that would give me actual knowledge or actual notice that any such options <br /> or other matters are not accurate or that any of the documents, certificates, reports and <br /> information on which we have relied are not accurate and complete. Except as otherwise stated <br /> herein, I have undertaken no independent investigation or verification of such matters. The words <br /> "my knowledge" and similar language used herein is intended to be limited to the knowledge of <br /> the undersigned lawyer who has represented Uncompahge Valley Water Users as general counsel <br /> for approximately 20 years and reasonably believes that he has knowledge of the affairs of said <br /> Borrower. <br /> In reaching the opinions set forth below, I have assumed, and to my knowledge there are <br /> not facts inconsistent with, the following: <br /> A. Each of the parties thereto has duly and validly executed and delivered each <br /> instrument, document and agreement executed in connection with the Loan <br /> Contract to which such party is a signatory and such party's obligations set forth <br /> therein are its legal, valid and binding obligations, enforceable in accordance with <br /> their respective terms; <br /> B. Each person executing any such instrument, document or agreement on behalf of <br /> any such party is duly authorized to do so; <br /> C. Each natural person executing any such instrument, document or agreement is <br /> legally competent to do so; <br /> D. There are no oral or written modifications of or amendments to the Loan Contract, <br /> and there has been no waiver of any of the provisions of the Loan Contract, by <br /> actions or conduct of the parties or otherwise; <br /> E. All documents submitted for my examination as originals are authentic; all <br /> documents submitted to me as certified or photostatic copies conform to the <br /> original documents; all signatures on all documents submitted to me for <br /> examination are genuine; and all public records reviewed are accurate and <br /> complete. <br />