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B. Opinion <br /> Based upon the foregoing, and upon such investigation and review as we have deemed <br /> necessary to enable us to render this opinion,we are of the opinion that: <br /> 1. The Loan Contract has been duly executed by officer of Borrower who are duly elected <br /> or appointed and are authorized to execute the Loan Contract and to bind the Borrower. <br /> 2. The resolutions of the Borrower authorizing the execution and deliver of the Loan <br /> Contract were duly adopted by the Borrower's Board of Directors and Shareholders. <br /> 3. There are no provisions in the Borrower's Articles of Incorporation or Bylaws or any <br /> state or local law that prevent the Loan Contract from binding the Borrower. <br /> 4. The Loan Contract will be valid and binding against the Borrower if fully executed. <br /> C. Qualifications <br /> The opinion expressed in Section B above are subject to the following qualifications: <br /> 1. Proper recordation of the Deed of Trust and a UCC Financing Statement will occur. <br /> 2. Our opinion is based solely on Colorado and federal law. <br /> 3. The opinion is rendered to CWCB as a condition of the Loan with the intent that <br /> it be relied on by CWCB and CWCB's counsel and no other party. <br /> Very truly yours, <br /> JANE B. FREDMAN, LLC <br /> 41111 <br /> 142 <br /> By: <br /> Jane B. Fredman <br /> cc: Chilcott Ditch Company Board of Directors <br /> 2 <br />