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1132RI LIN)D, OTTENHOFF <br /> & ROOT LLP Kenneth F. Lind <br /> Attorneys at La w George H. Ottenhoff <br /> John D. Root <br /> 355 Eastman Park Dr., Ste. 200 •Windsor, CO 80550 <br /> Telephone: (970) 674-9888 • Fax: (970) 674-9535 C;hrysten S. Hinze <br /> Email: ken@lorlegal.com <br /> December 10, 2015 <br /> Ms. Peg Mason <br /> Contracts Manager <br /> Colorado Water Conservation Board <br /> Finance Section <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> RE: The North Poudre Irrigation Company and <br /> Colorado Water Conservation Board <br /> Contract Amendment (CT2015-024) <br /> Dear Ms. Mason: <br /> Pursuant to that certain Contract Amendment,Contract No. CT2015-024 dated December <br /> 9, 2015 in the amount of $876,680.00 by and between the State of Colorado for the use and <br /> benefit of the Department of Natural Resources, Colorado Water Conservation Board ("State") <br /> and The North Poudre Irrigation Company ("N PIC') as Borrower, we hereby provide to the State <br /> our opinion as follows: <br /> (1) Borrower is a Colorado non-profit corporation in good standing; <br /> (2) The above referenced Contract Amendment and Appendix documents have been <br /> duly executed on behalf of Borrower by Nels Nelson as President and Sharon <br /> Seaworth as Corporation Secretary and Office Manager; <br /> (3) That the said President, Nels Nelson and Secretary, Sharon Seaworth were duly <br /> elected at a properly called and held Meeting of the Shareholders and Board of <br /> Directors of Borrower and they do have the authority to execute the Contract <br /> Amendment; <br />