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Colorado Water Conservation Board <br /> March 12, 2019 <br /> Page 2 <br /> Boulder County Clerk and Recorder and the Colorado Secretary of State, and that all recordation or <br /> filing charges specified therein will be paid. <br /> Based upon and subject to the foregoing, and on the assumption that the Loan Documents <br /> have, where appropriate, been duly executed and delivered by the other parties thereto, we are of the <br /> opinion that: <br /> 1. Borrower is duly organized, validly existing and in good standing as a corporation <br /> under the laws of the State of Colorado, and is organized as a mutual ditch Fompany under C.R.S. <br /> §§ 7-42-101, et seq. <br /> 2. The Loan Documents have been duly executed by officers of Borrower who have <br /> been duly elected or appointed and are authorized to execute the Loan Documents and to bind the <br /> Borrower. <br /> 3. The resolutions of the Borrower authorizing the execution and delivery of the Loan <br /> Documents have been duly adopted by the Borrower's Board of Directors and Shareholders. <br /> 4. The execution, delivery and performance by Borrower of the Loan Documents, the <br /> compliance by Borrower with the respective terms thereof and the consummation of the transactions <br /> contemplated thereby do not and will not conflict with or constitute on the part of Borrower a <br /> violation of, breach of or default under (i) the Company Documents or (ii) any applicable law, <br /> statute or ordinance. <br /> 5. The Loan Documents will be valid and binding against Borrower if fully executed. <br /> The opinions expressed above are subject to and qualified by the following: <br /> A. We express no opinion as to the power and/or authority of Lender, nor the <br /> compliance by Lender, under federal or state laws, applicable to Lender's execution and delivery of <br /> the Loan Documents and consummation of the transactions contemplated the4eunder; <br /> B. We are admitted to practice in the State of Colorado and in rendering the <br /> foregoing opinions, notwithstanding any language therein that may be interpreted to the contrary, <br /> we express no opinion as to the laws of any state or jurisdiction other than the State of Colorado in <br /> effect on the date hereof as they presently apply; <br /> C. We express no opinion as to the legality, validity, or enforceability of any <br /> provision of any of the Loan Documents purporting to: (i) preclude the modification of any of the <br /> Loan Documents through conduct, custom, or course of performance, action, or dealing; (ii) waive <br /> any equitable or statutory rights or remedies of Borrower; (iii) require the payment or <br /> reimbursement by Borrower of any fees, costs, expenses or other amounts which are unreasonable <br /> {W 12'72318 CGE} <br />