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LIND, OTTENHOFF <br /> & 4 I & ROOT LLP Kenneth F.Lind <br /> Attorneys at L a 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 Chrysten S.Hinze <br /> Email. ken@lorlegal.com <br /> February 11, 2016 <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 CT2015-003 (C150378) <br /> Dear Ms. Mason: <br /> Pursuant to that certain Contract Amendment,Contract No.CT2015-003(C150378)dated <br /> February 10, 2016 in the amount of$2,263,410.00 by and between the State of Colorado for the <br /> use and benefit of the Department of Natural Resources, Colorado Water Conservation Board <br /> ("State") and The North Poudre Irrigation Company ("NPIC") as Borrower, we hereby provide to <br /> the State 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 />