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Attorney Opinion Letter to CWCB — January 31, 2017 <br />Page 2 of 2 <br />Based upon my review of the foregoing and my familiarity with the Chilcott Ditch <br />Company (hereinafter Borrower), its directors and officers, I provide the following opinion to the <br />CWCB as required by the Section B.8 of the Loan Contract: <br />1. that the Loan Contract has been duly executed by officers of the Borrower who are duly <br />elected or appointed and are authorized to execute the Loan Contract and to bind the <br />Borrower, <br />2. that the resolutions of the Borrower authorizing the execution and delivery of the Loan <br />Contract were duly adopted by the Borrower's board of directors and shareholders, <br />3. that there are no provisions in the Borrower's articles of incorporation or any state or <br />local law that will prevent this Loan Contract from binding the Borrower, <br />4. that the above -referenced Resolution of the Shareholders authorizes the Borrower to <br />enter a loan agreement of greater than one (1) year and, therefore, there are no <br />provisions of the By -Laws that will prevent this Loan Contract from binding the <br />Borrower, and <br />5. that the Loan Contract will be valid and binding against the Borrower if entered into <br />by the CWCB. <br />Please contact me if I can be of further assistance in this matter. Thank you for your <br />attention. <br />Si <br />W <br />General Counsel for the Chilcott Ditch Company <br />Colorado Attorney Registration Number 21113 <br />