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Incorporation and Bylaws. We have also discussed this proposed transaction with the <br /> appropriate company officers and directors, and we are familiar with the proposed project. <br /> Based on our review of the documents described above and our familiarity with LWIC, <br /> its officers and its operations, we are providing CWCB with the following Opinion of Counsel as <br /> required by section B.8 of the Loan Contract. It is our considered legal opinion: <br /> 1. That the Loan Contract has been duly executed by officers of LWIC who are duly <br /> elected or appointed and are authorized to execute the Loan Contract and to bind <br /> LWIC; <br /> 2. LWIC's directors have validly adopted the Resolutions of the Board of Directors <br /> approving the Loan Contract and authorizing the officers to execute and deliver <br /> the Loan Contract and all related loan documents to CWCB. <br /> 3. There are no provisions in LWIC's Articles of Organization, Bylaws or any state <br /> or local law which prevent the Loan Contract from being fully binding and legally <br /> enforceable as against LWIC. <br /> 4. That the Loan Contract and all associated loan documents will be valid and <br /> binding against LWIC if entered into by the CWCB. <br /> Please let me know if you have any questions or need anything further to complete this <br /> transaction. When the loan documents and the Contract have been fully executed, please return <br /> copies to me. <br /> Thank you. <br /> Yours very truly, <br /> THE DOW LAW FIRM,LLC <br /> Timothy J. w <br /> TJD/sjm <br /> cc: Kim Nelson, Secretary, LWIC <br />