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SLIND, OTTENHOFF <br /> -��� & ROOT LIP Kenneth F. Lind <br /> Attorneys at 11, a w George H. Ottenhoff <br /> John D.Root <br /> 355 Eastman Park Dr., Ste. 200 •Windsor, CO 80550 <br /> Telephone: (970) 674-9888 • Fax: (970) 674-9535 ( hxysten S. Hinze <br /> Email. ken@lorlegal.com <br /> January 25, 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 Amendment No. 1 CT2017-3641 (CMS 105995) <br /> Dear Ms. Mason: <br /> Pursuant to that certain Loan Contract Amendment No. 1, Contract No. CT2017-3641 <br /> (CMS 105995) in the amount of$802,950.00 by and between the State of Colorado for the use <br /> and benefit of the Department of Natural Resources, Colorado Water Conservation Board <br /> ("State") and The North Poudre Irrigation Company ("NPIC") as Borrower, we hereby provide to <br /> the State our opinion as follows: <br /> (1) Borrower is a Colorado non-profit corporation in good standing; <br /> (2) The above referenced Loan Contract Amendment No. 1 and Appendix documents <br /> have been duly executed on behalf of Borrower by Loren Maxey as President and <br /> Cali Gunter as Corporate Secretary; <br /> (3) That the said President, Loren Maxey and Secretary, Cali Gunter were duly elected <br /> at a properly called and held Meeting of the Shareholders and Board of Directors <br /> of Borrower and they do have the authority to execute the Contract Amendment; <br />