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CARLSON,HAMMOND&PADDOCK,L.L.C. <br /> Colorado Water Conservation Board <br /> August 31, 2018 <br /> Page 2 <br /> Based upon the information reviewed and the actions taken by the shareholders' of the <br /> Company at the annual meetings held in January 2016, 2017 and 2018, and the June 18, <br /> 2018, special meetings of the shareholders, we are of the opinion that: <br /> 1. The Loan Contract, when signed by Terry Chiles as President of the Company and <br /> attested to by the secretary of the Company, will be duly executed by the President of the <br /> San Luis Valley Canal Company. The President was duly elected and is authorized to <br /> execute the contract and to bind the San Luis Valley Canal Company. <br /> 2. The resolutions of the San Luis Valley Canal Company contained in Appendix 4 to the <br /> Loan Contract and dated June 18, 2018, which authorize the execution and delivery of the <br /> Loan Contract, were duly adopted by the San Luis Valley Canal Company's board of <br /> directors and shareholders. <br /> 3. There are no provisions in the San Luis Valley Canal Company's Articles or bylaws, nor <br /> any state or local statute that would prevent the Loan Contract from binding the San Luis <br /> Valley Canal 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 San Luis Valley Canal Company if entered into by the 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 />