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VRANESH AND RAISCH, LLP <br /> ATTORNEYS AT LAW <br /> 1720 14th Street,Suite 200 Boulder, Colorado 80302 <br /> Telephone:303.443.6151 Fax:303.443.9586 <br /> www.vrlaw.com <br /> March 28, 2016 <br /> Colorado Water Conservation Board <br /> Finance &Administration Section • <br /> 1313 Sherman Street,Room 718 <br /> ATTN: Peg Mason, Contracts Manager <br /> Denver, CO 80203 <br /> Re: Lake McIntosh Reservoir Company—CWCB Loan Contract#CT2016-2794 <br /> CMS#86938 <br /> This firm represents the Lake McIntosh Reservoir Company (the "Company"). The <br /> Company has requested that we provide an opinion to the Colorado Water <br /> Conservation Board ("CWCB") that upon executing loan documents with the CWCB, <br /> the loan contract#CT2016-2794 CMS#86938 will be binding and enforceable against the <br /> Company. <br /> In providing this opinion, our firm reviewed the Company's articles of incorporation, <br /> by-laws, applicable statutes, the notice of annual meeting of shareholders held on <br /> February 6, 2016 at Mead High School in Longmont, Colorado, and the Resolution <br /> passed by the shareholders on February 6, 2016. <br /> Based on my review of the Company's documents, it is my opinion that: <br /> 1. The annual meeting of shareholders was legally noticed and held on February 6, <br /> 2016. At that meeting a quorum of shareholders of the Company was present or <br /> present by proxy. <br /> 2. At that meeting, a Resolution of the Company was passed by the majority of the <br /> shareholders authorizing the Company to enter into a loan agreement with the CWCB <br /> in the approximate amount of$1,727,100.00, more or less, for the purpose of the project <br /> described as the Lake McIntosh Outlet Works Repair. The Board of Directors of the <br /> S:\Client\McIntosh\3-25-16 Opinion letter to CWCB Loan Contract.docx <br />