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• <br /> VAHRENWALD, McMAHILL, MASSEY & MITCHELL, LLC <br /> ATTORNEYS AT LAW <br /> 125 SOUTH HOWES,SUITE 1100 <br /> FORT COLLINS,COLORADO 80521 <br /> www.vmmmlaw.com <br /> JACK D.VAHRENWALD DONALD E.JOHNSON,JR <br /> J.BRIAN McMAHILL OF COUNSEL <br /> ALLAN S.MASSEY <br /> MASON C.MITCHELL TELEPHONE(970)482-5058 <br /> AUBREY C.KELLY FAX(97C)48'51'5 <br /> ANDREW S.PRIEBE <br /> BORROWER'S COUNSEL'S OPINION LETTER <br /> Colorado Water Conservation Board <br /> Construction Fund Section <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> Attn: Peg Mason, Contracts Manager <br /> Re: Loan Contract Amendment No. I between Colorado Water Conservation Board <br /> and Big Elk Meadows Association <br /> Amendment No. 1, Contract No. CMS98613 and CT2015-039 <br /> Gentlemen: <br /> We are counsel for Big Elk Meadows Association ('Borrower") in connection with the <br /> Loan Contract Amendment No. 1 between Colorado Water Conservation Board (-CWCB") and <br /> the Borrower purporting to increase the loan previously given to the Borrower (the "Originwwl <br /> Loan") from $1,515,000.00 to $2,020,000.00. In connection with the foregoing, we have <br /> reviewed and examined the following: <br /> 1. The Certificate of Incorporation for the Borrower originally dated August 2. 1966 <br /> and as amended April 30, 1976. <br /> 2. The Bylaws of the Borrower adopted January 19, 1967, revised March 31. 1975. <br /> and again revised March 28, 1983. <br /> 3. A copy of Loan Contract No. C 150391 bete ecu CWCB and the Borrower signed <br /> by the parties in February 2014, said loan in the original principal amount 01- <br /> $1,515,000.00. <br /> 4. The Loan Contract Amendment No. 1, Contract Nos. CMS98613 and CT2015- <br /> 039 purporting to increase the amount of the Original Loan from $1,515,000.00 to <br /> $2,020,000.00 (the "Loan Amendment"). <br />