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,3RLIN`D, OTTENHOFF <br /> t&.'` ROOT LLP Kenneth F. Lind <br /> A t t, o rtr e y s n t 1. <r w George H. Ottenhoff <br /> John D. Root <br /> 355 Eastman Park Dr., Ste. 200 • Windsor, CO 80350 <br /> Telephone: (970) 674-9888 • Fax: (970) 674-9535 Chrysten S. Hinze <br /> Email. ken@lorlegal.com <br /> June 14, 2017 <br /> Ms. Peg Mason <br /> Contracts Manager <br /> Colorado Water Conservation Board <br /> Finance Section <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. CT-2017-3641 <br /> Dear Ms. Mason: <br /> Pursuant to that certain Loan Contract No. CT-2017-3641 (Mountain Supply Reservoir No. <br /> 10 Repairs) dated June 14, 2017 in the amount of $499,950.00 by and between the State of <br /> Colorado for the use and benefit of the Department of Natural Resources, Colorado Water <br /> Conservation Board ("State") and The North Poudre Irrigation Company ("NPIC") as Borrower, <br /> 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 Loren Maxey as President and Sharon Seaworth as <br /> Corporate Secretary; <br /> (3) That the said President, Loren Maxey 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 />