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CARLSON,HAMMOND 8C PADDOCK,L.L.G. <br /> ATTORNEYS AT LAW <br /> 1900 GRANT STREET, SUITE 1200 <br /> WILLIAM A. PADDOCK DENVER, COLORADO 80203 JOHN UNDEM CARLSON <br /> LEE H. JOHNSON (1940-1992) <br /> KARL D. OHLSEN TELEPHONE(303)861-9000 <br /> MASON H. BROWN TELECOPIER(303)861-9026 RETIRED <br /> JOHANNA HAMBURGER WWW.CHP-LAW.COM MARY MEAD HAMMOND <br /> Sender's Email: <br /> bpaddock@chp-law.com <br /> October 11, 2017 <br /> Via U.S. Mail <br /> Colorado Water Conservation Board <br /> Department of Natural Resources <br /> 1580 Logan St. Suite 600 <br /> Denver, CO 80203 <br /> Re: The Consolidated Ditch and Headgate Company Loan Contract Nos. CT:2018- <br /> 1017 and CMS:102871 <br /> To whom it may concern: <br /> This firm is counsel to the Consolidated Ditch and Headgate Company (the "Company"), <br /> a mutual ditch company organized pursuant to the Ditch and Reservoir Company Act. The <br /> Company has entered into and executed Contract Nos. CT2018-1017 and CMS:102871 with <br /> the Colorado Water Conservation Board (the "Loan Contract"). This firm has served as <br /> counsel to the Company in connection with the authorization, execution, and delivery of the <br /> Loan Contract. Terms used herein that are defined in the Loan Contract will have the <br /> meanings assigned to them therein. <br /> We have examined, among other things, the Articles of Incorporation of the Company as <br /> amended on June 23, 1930, and the certificate of renewal dated March 28, 1950("Articles"); <br /> the current bylaws of the Company; the Loan Contract; the Company records of the meetings <br /> of the Board of Directors and the annual meetings of the shareholders for the past 20 years; <br /> and of the special meetings of the Company's shareholders with respect to the authorization, <br /> execution, and delivery of the Loan Contract, and have made such examination of applicable <br /> Colorado and Federal Law, as we deemed necessary in giving this opinion. <br /> Based upon the information reviewed and the actions taken by the shareholders' of the <br /> Company at the July 21, 2017, and September 21, 2017, special meetings of the <br /> shareholders, we are of the opinion that: <br />