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Erich S chwiesow, PC, Attorney at Law <br /> 603 3'd St., PO Box 1974,Alarnosa,CO 81 101 (719)589-6625 erich(Perichsclmiesowpc.corn <br /> April 16, 2018 <br /> Peg Mason, Contracts Manager <br /> Colorado Water Conservation Board <br /> 1313 Sherman Street, Room 718 <br /> Denver, Colorado 80203 <br /> Via email and regular mail: peg.mason@state.co.us <br /> state.co.us <br /> Re: Trinchera Irrigation Company Loan Contract CT2018-3122 <br /> Ladies and Gentlemen: <br /> I have acted as attorney for Trinchera Irrigation Company ("Trinchera" or "the <br /> "Company")with regard to the documents to be executed and delivered by Trinchera in connection <br /> with the consummation of the above-referenced loan. In my capacity as attorney for Trinchera, I <br /> am familiar with the instruments and laws relating to the organization of Trinchera, including but <br /> not limited to the Articles of Incorporation and Bylaws of Trinchera and I have examined copies <br /> of the following documents: <br /> 1. Loan Contract for CT2018-3122 (the "Contract"), including appendices 1-6. <br /> 2. Minutes of the stockholders meeting of Trinchera held March 13, 2018. <br /> 3. The Secretary's report of the action taken at the Board of Directors meeting held <br /> April 3, 2018. <br /> 4. Such other documents,records and certificates of officers of Trinchera as I deemed <br /> necessary in order to render this opinion. <br /> • <br /> This opinion is based upon an examination of the documents described above and upon my <br /> general familiarity with legal matters affecting Trinchera. I assume the due authorization, <br /> execution and delivery by the parties to the other documents executed in connection with the loan <br /> that are not expressly covered by this opinion, and I express no opinion as to the validity or effect <br /> of such documents. <br /> Based upon the foregoing, it is my opinion that: <br />