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CWCB Opinion <br /> Loan Contract No.: CT2017-914 <br /> June 30, 2016 <br /> Page 2 <br /> 2. The Resolutions of the Borrower authorizing execution and delivery of the <br /> Contract were duly adopted by the Borrower's board of directors and/or stockholders. <br /> 3. There are no provisions in the Borrower's articles of incorporation or bylaws that <br /> prevent this Contract from binding the Borrower. <br /> 4. We are not aware of any state or local law preventing this Contract from binding <br /> the Borrower. <br /> It is our opinion that the Loan Contract No. CT2017-914 will be valid and binding, as to <br /> its terms, against the Borrower if entered into by the Colorado Water Conservation Board. <br /> A copy of this Opinion Letter may be delivered to the Colorado Water Conservation <br /> Board, the Colorado Department of Natural Resources, and any other lending bank, syndicate <br /> participant, or rating agency in connection with this Loan Contract, and such persons may rely <br /> on this Opinion Letter as if it were addressed and had been delivered to them on the date hereof. <br /> Subject to the foregoing, this Opinion Letter may be relied upon by you only in connection with <br /> the Loan Contract and may not be used or relied upon by you or any other person for any <br /> purpose whatsoever, except to the extent authorized in the Accord) without in each instance our <br /> prior written consent. <br /> Sincerely, <br /> Fischer, Brown, Bartlett &Gunn, P.C. <br /> Brent Bartlett, Esq. <br /> F:\Bartlett\Dixon Canon Ditch&Reservoir Co\CWCB Loan and Opinion Letter 2016\CWCB Opinion Itr Dixon v.2 6-30-16.doc <br />