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Law Office of Tod J. Smith, LLC <br /> 2919 VALMONT ROAD, SUITE 205 <br /> BOULDER, COLORADO 80301 <br /> Tod J.Smith Telephone: (303)444-4203 <br /> E-mail: tod@tjs-law.com <br /> May 9, 2018 <br /> Ms. Peg Mason <br /> Contracts Manager <br /> Colorado Water Conservation Board <br /> Water Supply Planning and Finance Section <br /> 1580 Logan Street, Suite 750 <br /> Denver, Colorado 80203 <br /> Re: San Luis Valley Irrigation District <br /> Loan Contract No. CT: 2018-3303 <br /> Dear Ms. Mason: <br /> This Attorney Opinion Letter is provided in compliance with Section 7 of the proposed <br /> Loan Contract No. CT: 2018-3303 (the"Loan Contract"),between the Colorado Water <br /> Conservation Board(the"CWCB") and the San Luis Valley Irrigation District(the"Borrower"). <br /> The Law Office of Tod J. Smith, LLC serves as general legal counsel to the District. <br /> In response to the information requested in Section 7 of the Loan Contract, it is my <br /> opinion that: <br /> 1. Randall Palmgren is a duly elected member of the Board of Directors of the <br /> Borrower and was appointed by the Board as President. In accordance with the San Luis Valley <br /> Irrigation District's Resolution Nos. 2018-01 and 2018-02, the President of the Borrower's Board <br /> of Directors is authorized to and has executed the Loan Contract which binds the Borrower. <br /> 2. The Borrower's landowners, at an election held on April 3, 2018, by a vote of 64 <br /> FOR and 7 AGAINST, authorized the Borrower to apply for and obtain the loan provided for in <br /> the Loan Contract. <br /> 3. There are no provisions in the Colorado Constitution or any other state or local <br /> law that prevents the Loan Contract from binding the Borrower. <br /> 4. The Loan Contract will be valid and binding against the Borrower when executed <br /> and entered into by the CWCB. <br />