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Colorado Water Conservation Board <br /> December 11, 2016 <br /> Page 2 <br /> (5) That neither the Articles of Incorporation, Bylaws, Rules and Regulations, or state <br /> or local laws prevent NPIC and its duly elected or appointed directors and officers <br /> from entering into and signing the Loan Contract and Appendix documents; and <br /> (6) The Loan Contract and Appendix documents will be valid and binding against NPIC <br /> if the Colorado Water Conservation Board accepts and executes said Loan <br /> Contract. <br /> For this opinion we have been provided the documents listed on Exhibit "A". Our opinion <br /> is solely based upon these documents and we have not made any independent investigation or <br /> review. Our liability for this opinion letter is limited to the amount of attorney fees paid for this <br /> opinion by NPIC. <br /> Very truly yours, <br /> LIND, OTTEN HOFF & ROOT, LLP <br /> 0P)./....r)i <br /> eve "P— <br /> wf <br /> Kennet . Lin•� <br /> KFL/sr <br />