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EXHIBIT B- OPINION LETTER <br /> RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF OLIGARCHY IRRIGATION COMPANY AfLoa mo <br /> ArC <br /> The Board of Directors of Oligarchy Irrigation Company(Company), at a meeting held , 2016, at , Colorado, <br /> approved a modification to a loan from the Colorado Water Conservation Board(CWCB),authorizing the form and execution of <br /> a loan contract amendment and the appendices thereto; pledging certain funds as security for the repayment of amounts <br /> specified in the Loan Contract Amendment No.1. <br /> At said meeting,the Board charged that these resolutions are irrepealable during the term of the loan and,pursuant to the <br /> Company's bylaws,authorized the President and Corporate Secretary,RESOLVED as follows: <br /> 1. to modify the terms of the Loan Contract No.CT2016-1597 with the Colorado Water Conservation Board,increasing the loan <br /> contract amount from$781,740.00 to$901,930.00,and <br /> a. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts due under the <br /> LOAN CONTRACT,and to pledge assessment revenues and the Company's right to receive said revenues for repayment of the <br /> loan,and <br /> 3. to place said pledged revenues in a special account separate and apart from other COMPANY revenues,and <br /> 4. to make the annual payments required by the AMENDMENT TO PROMISSORY NOTE and to make annual deposits to a debt <br /> service reserve fund,and <br /> 5. to pledge the annual shareholders assessments for debt service and the property of the Company described as <br /> COLLATERAL for the loan,and <br /> 6. to execute all documents as required, including the Loan Contract Amendment No. I and all Amendment Appendices, <br /> induding but not limited to,the Amended Promissory Note,Amended Security Agreement. and Amended Deed of Trust <br /> necessary to convey a security interest in said property to the CWCB,and <br /> 7. to take such other actions and to execute such other documents as may be necessary to consummate and implement the <br /> loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED,THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT <br /> COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE <br /> RECITED,PURSUANT TO THE COMPANY'S BYLAWS,AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE J2 D Y OF A 1.3-6 2016. <br /> (SEAL) .1 <br /> By _ . -. <br /> Signature <br /> ATTEST: ( i11 <br /> .�--- <br /> NAME: <br /> By TITLE: ites,‘Jerii- <br /> Sigma of Corporate Secretary <br /> DATE: 1Z- C7 <br /> DATE: ? 2UO <br /> Appendix% <br /> Page 1 of 1 <br />