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CARLSON, HAMMOND & PADDOCK, L.L.C. <br /> Colorado Water Conservation Board <br /> October 11, 2017 <br /> Page 2 <br /> 1. The Loan Contract has been duly executed by the President and Secretary-Treasurer of <br /> the Consolidated Ditch and Headgate Company. These officers have been duly elected, <br /> and are authorized to execute the contract and to bind the Consolidated Ditch and <br /> Headgate Company. <br /> 2. The resolutions of the Consolidated Ditch and Headgate Company contained in Appendix <br /> 4 to the Loan Contract and dated October 6, 2017, which authorize the execution and <br /> delivery of the Loan Contract, were duly adopted by the Consolidated Ditch and <br /> Headgate Company's board of directors and shareholders. <br /> 3. There are no provisions in the Consolidated Ditch and Headgate Company's Articles or <br /> bylaws, nor any state or local statute which would prevent the Loan Contract from <br /> binding the Consolidated Ditch and Headgate Company. <br /> 4. Subject to the effect of, and to restrictions and limitations imposed by, Creditor Rights <br /> Limitations and/or other laws,judicial decisions, and principles of equity relating to the <br /> enforcement of contractual obligations generally, the Loan Contract will be valid and <br /> binding against the Consolidated Ditch and Headgate Company if entered into by the <br /> Board. <br /> This opinion letter is issued as of the date hereof, and we assume no obligation to revise <br /> or supplement this opinion letter to reflect any facts or circumstances that may hereafter <br /> come to our attention, or changes in law that may hereafter occur. <br /> This opinion letter is furnished to the Colorado Water Conservation Board ("Board") <br /> solely for its information and benefit in connection with the entry of the Board into the Loan <br /> Contract, and may not be relied upon by the Board for any other purpose without the prior <br /> written consent of this firm. Further, the Company is our sole client in this transaction, and <br /> delivery of this letter to the Board does not establish an attorney-client relationship between <br /> this firm and the Board. <br />