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FISCHER, BROWN, BARTLETT & GUNN, PC <br /> WARD H.FISCHER(1929-1996) <br /> WILLIAM R.FISCHER � WILLIAM H.BROWN(Of Counsel) <br /> MARGARET A.(Meg)BROWNilliiii WILLIAM C.GUNN (Of Counsel) <br /> DANIEL K.BROWN <br /> BRENT A.BARTLETT ATTORNEYS AT LAW Phone:970.407.9000 <br /> LISA A.LARSEN Fax:970.407.1055 <br /> SARA J.L.IRBY 1319 East Prospect Road E-mail:fbg@fbgpc.com <br /> DONALD E.FRICK Fort Collins,CO 80525 Website:www.fbbglaw.com <br /> December 16,2015 <br /> Colorado Water Conservation Board <br /> 1313 Sherman Street,Room 721 <br /> Denver, Colorado 80203 <br /> Re: Authority of the Lower Poudre Augmentation Company to enter into Loan Contract(CMS: <br /> 83649/CORE:CT2016-2005)with the Colorado Water Conservation Board <br /> To Whom It May Concern: <br /> This opinion is being delivered to you pursuant to Paragraph 7 of the Loan Contract <br /> (CMS: 83649/CORE:CT2016-2005)between the Lower Poudre Augmentation Company <br /> ("Borrower")and the Colorado Water Conservation Board("CWCB"). I have reviewed <br /> Borrower's articles of incorporation and bylaws,the minutes of the board meeting at which this <br /> Loan Contract was considered and approved,and the contract itself. Based upon the <br /> representations of the Borrower and the documents provided as described above, I am of the <br /> opinion that: <br /> 1. The contract has been duly executed by officers of the Borrower who are duly elected <br /> or appointed and are authorized to execute the contract and to bind the Borrower; <br /> 2. The minutes of the Borrower authorizing the execution and delivery of the contract <br /> show that the board duly authorized the execution and delivery of the Loan Contract <br /> by the Borrower; <br /> 3. It is my opinion that there are no provisions in the Borrower's articles of <br /> incorporation or bylaws or any state or local law that prevent this contract from <br /> binding the Borrower and that the contract will be valid and binding against the <br /> Borrower if entered into by the CWCB. <br /> Accordingly,it is my opinion that Borrower has adequate authority to enter into the <br /> contract through resolution adopted by the Borrower evidenced by Borrower's minutes. <br /> 40110.111 <br /> `% <br /> aniel K. Brown,Esq. <br />