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Colorado Water Conservation Board <br /> April 16, 2018 <br /> Page 12 <br /> 1. Loan Contract CT2018-3122 has been duly executed by officers of the Trinchera <br /> Irrigation Company who are duly elected or appointed and are authorized to execute the Contract <br /> and to bind the Trinchera Irrigation Company. <br /> 2. The Resolutions of Trinchera Irrigation Company authorizing the execution and <br /> delivery of Loan Contract CT2018-3122 were duly adopted by the Trinchera Irrigation <br /> Company Board of Directors and/or stockholders. <br /> 3. There are no provisions in the Trinchera Irrigation Company's Articles of <br /> Incorporation or Bylaws or any State or local law that prevent this Contract from binding the <br /> Trinchera Irrigation Company. <br /> 4. To the best of my knowledge, after reasonable investigation, the Contract will be <br /> valid and binding against the Trinchera Irrigation Company if entered into by the Colorado <br /> Water Conservation Board, except to the extent enforcement thereof is limited by applicable <br /> bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of <br /> creditor's rights generally and general equitable principles which may limit the right to obtain <br /> equitable remedies such as specific performance or other injunction relief. <br /> Whenever a statement or opinion herein is qualified by the phrase "to my knowledge" or <br /> "to the best of my knowledge",it is intended to indicate that,during the course of my representation <br /> of Trinchera, no information that would give me current actual knowledge of the inaccuracy of <br /> such statement has come to the attention of those attorneys in this firm who have rendered legal <br /> services in connection with my representation of Trinchera. Furthermore, I have not undertaken <br /> any independent investigation to determine the accuracy of any such statement, and any limited <br /> inquiry undertaken by us during the preparation of this letter should not be regarded as such an <br /> investigation. No inference as to my knowledge of any matters bearing on the accuracy of any <br /> such statement can or should be drawn from the fact of my representation of Trinchera. <br /> Please recognize that while I serve as attorney for Trinchera, I do not, as part of our <br /> engagement, review the files of Trinchera on a regular or periodic basis, and that the primary <br /> source of information regarding Trinchera comes directly from communications with its officers. <br />