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r IN•re BALCOMB . GREEN <br /> WATER LAW I REAL ESTATE I LITIGATION I BUSINESS ESTH 1953 <br /> Sara M.Dunn <br /> Office(970)945-6546 <br /> Direct(970)928-3467 <br /> sarad(a balcombgreen.com <br /> October 13,2017 <br /> Colorado Water Conservation Board <br /> Attn: Peg Mason,Contract Manager <br /> 1313 Sherman Street,Room 718 <br /> Denver,CO 80203 <br /> RE: LOAN CONTRACT No.CT2018-1960/GRANT AGREEMENT No.CTGG1 2018-806 <br /> ADOBE CREEK DAM REHABILITATION <br /> Dear Ms. Mason: <br /> Balcomb & Green, P.C. is legal counsel to the Fort Lyon Canal Company ("FLCC" or the <br /> "Borrower"). We are acting in that capacity in connection with Loan Contract No. CT2018-1960 <br /> made by the Colorado Water Conservation Board ("CWCB" or"Lender")in the principal amount <br /> (including service fee)of$8,181,000.00 and the Grant Agreement No.CTGG12018-806(collectively <br /> "Contract"). <br /> Balcomb and Green,P.C. has examined the necessary corporate documents including the <br /> Articles of Incorporation,Bylaws and Rules and Regulations of FLCC,and the Contract,including <br /> the promissory note, security agreement, deed of trust, and resolutions. Having made no <br /> independent investigations except as set forth above,it is our opinion that: <br /> 1. To the best of our knowledge,each of the Contract documents has been duly authorized, <br /> executed and delivered by officers of the Borrower who are duly elected or appointed and <br /> are authorized to execute the Contract and to bind the Borrower; and <br /> 2. The Resolutions of the Borrower authorizing the execution and delivery of the Contract <br /> were duly adopted by the Borrower's board of directors and stockholders; and <br /> 3. There are no provisions in the Borrower's Articles of Incorporation, Bylaws, or any state <br /> or local law that prevent this Contract from binding the Borrower; and <br /> 4. The Contract and the obligations contained therein are legal,valid and binding upon the <br /> Borrower and enforceable, if fully executed, in accordance with their terms, except as <br /> enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, <br /> arrangement,moratorium,or other laws affecting the rights of creditors,generally; and <br /> 5. The amounts to be received by the Lender as interest pursuant to the terms of the Loan <br /> Documents constitute lawful interest under the laws of the State of Colorado. <br /> ASPEN I BASALT I GLENWOOD SPRINGS I LAMAR <br /> Post Office Box 790 I Glenwood Springs,Colorado 81602 <br /> 800.836.5928 I 970.945.6546 1 BalcombGreen.com <br />