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LIND, OTTEN HOFF <br /> fik'Y <br /> ROOT LLP Kenneth F. Lind <br /> Attorneys at w George H. Ottenhoff <br /> John D. Root <br /> 355 Eastman Park Dr., Ste. 200 •Windsor, CO 80550 <br /> Telephone: (9 70) 674-9888 • Fax: (970) 674-9535 Chrysten S. Hinze <br /> Email: ken@lorlegal.com <br /> December 11, 2016 <br /> Colorado Water Conservation Board <br /> Department of Natural Resources <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> RE: The North Poudre Irrigation Company and <br /> Colorado Water Conservation Board <br /> Loan Contract No. CT2017-1402 (Livermore Irrigation Tunnel Rehabilitation) <br /> Ladies & Gentlemen: <br /> Pursuant to that certain Loan Contract, Contract No. CT2017-1402 (Livermore Irrigation <br /> Tunnel Rehabilitation) dated July 20, 2016 in the total amount of$1,451,673.00 by and between <br /> the State of Colorado for the use and benefit of the Department of Natural Resources, Colorado <br /> Water Conservation Board ("State") and The North Poudre Irrigation Company ("NPIC") as <br /> Borrower, we hereby provide to the State our opinion as follows: <br /> (1) NPIC is a Colorado non-profit corporation in good standing; <br /> (2) The above referenced Loan Contract and Appendix documents have been duly <br /> executed on behalf of NPIC by Nels Nelson as President and Sharon Seaworth as <br /> Corporate Secretary; <br /> (3) That the said President, Nels Nelson and Corporate Secretary, Sharon Seaworth <br /> were duly elected at a properly called and held Meeting of the Shareholders and <br /> Board of Directors of NPIC and they do have the authority to execute the Loan <br /> Contract and to bind NPIC; <br /> (4) Attached to the Loan Contract as Appendix 4 is the original Resolutions of the <br /> Board of Directors of The North Poudre Irrigation Company which said Resolutions <br /> approve the Loan Contract and attached Appendix documents including the <br /> authorization for the corporate officers to sign said Loan Contract and other <br /> necessary documents on behalf of NPIC; <br />