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FISCHER, BROWN, BARTLETT & GUNN, PC <br /> MARGARET A.(Meg)BROWN IIIII WARD H.FISCHER(1929-1996) <br /> DANIEL K.BROWN WILLIAM H.BROWN(Of Counsel) <br /> BRENT A.BARTLETT WILLIAM C.GUNN(Of Counsel) <br /> LISA A.LARSEN WILLIAM R.FISCHER(Of Counsel) <br /> SARA J.L.IRBY ATTORNEYS AT LAW <br /> DONALD E.FRICK Phone:970.407.9000 <br /> TODD W.ROGERS 1319 East Prospect Road Fax:970.407.1055 <br /> Fort Collins,CO 80525 Website:www.fbbglaw.com <br /> November 1, 2018 <br /> Colorado Water Conservation Board <br /> Finance Section <br /> 1313 Sherman Street, Room 718 <br /> Denver, Colorado 80203 <br /> Re: Authority of the Ogilvy Irrigating and Land Company to enter into Loan Contract(CMS: <br /> 112083:CT2019-2099) with the Colorado Water Conservation Board <br /> To Whom It May Concern: <br /> This opinion is being delivered to you pursuant to Paragraph 13 of the Loan Contract <br /> (CMS: 112083:CT2019-2099) between the Ogilvy Irrigating and Land Company ("Borrower") <br /> and the Colorado Water Conservation Board ("CWCB"). I have reviewed the Loan Contract, as <br /> well as the Borrower's articles of incorporation and bylaws. Based upon the foregoing and the <br /> representations of the Borrower, I am of the opinion that: <br /> 1. The Loan Contract has been duly executed by the President of board of directors of <br /> the Borrower who is duly elected or appointed and are authorized to execute the Loan <br /> Contract and to bind the Borrower; <br /> 2. The Resolution of the Board of Directors of the Ogilvy Irrigatin and Land Company <br /> authorizing the execution and delivery of the Loan Contract wa duly adopted by the <br /> Borrower's board of directors pursuant to the Borrower's bylaws (attached); <br /> 3. There are no provisions in the Borrower's articles of incorporation or bylaws or any <br /> state or local law that prevent this Loan Contract from binding the Borrower; and <br /> 4. The Loan Contract will be valid and binding against the Borro, er if entered into by <br /> the CWCB. <br /> Accordingly, it is my opinion that Borrower has adequate authority o enter into the Loan <br /> Contract through resolution adopted by the Borrower evidenced by Borrow;is minutes. <br /> cerel <br /> --7 .0%3,— <br /> Daniel <br /> ./3Daniel .Brown, sq. <br /> I <br />