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CWCB Opinion <br /> April 5, 2019 <br /> Page 2 <br /> 2. The Resolution of the Borrower authorizing execution and delivery of the Loan <br /> Contract was duly adopted by the Borrower's board of directors. <br /> 3. There are no provisions in the Borrower's articles of incorporation or bylaws that <br /> prevent this Loan Contract from binding the Borrower. <br /> 4. We are not aware of any state or local law preventing this Contract from binding <br /> the Borrower. <br /> The promissory note and deed of trust secure the same pledged revenues and interest in <br /> the west and east portal structures for the Laramie-Poudre Tunnel, as the collateral pledged and <br /> secured under CWCB Loan No. CT2016-2001 — Amendment No. 1. Based on conversations <br /> with the CWCB Contracts and Projects Managers, it is our understanding that because the <br /> encumbrance is with the same entity, the CWCB, that the Tunnel Water Company would not be <br /> in violation of any existing CWCB loan contract, promissory note or deed of trust. This opinion <br /> is also based on the Schedule of Existing Debt in Appendix 1, noting the'current CWCB loans <br /> with the Tunnel Water Company are in good standing. <br /> It is our opinion that the Loan Contract No. CT2019-3706 will be valid and binding, as to <br /> its terms, against the Borrower if entered into by the Colorado Water Conservation Board. <br /> A copy of this Opinion Letter may be delivered to the Colorado Water Conservation <br /> Board, the Colorado Department of Natural Resources, and any other lending bank, syndicate <br /> participant, or rating agency in connection with this Loan Contract, and such persons may rely <br /> on this Opinion Letter as if it were addressed and had been delivered to them on the date hereof. <br /> Subject to the foregoing, this Opinion Letter may be relied upon by you only in connection with <br /> the Loan Contract and may not be used or relied upon by you or any other person for any <br /> purpose whatsoever, except to the extent authorized in the Accord, without in each instance our <br /> prior written consent. <br /> Sincerely, <br /> Fischer, Brown, Bartlett & Gunn, P.C. <br /> Brent Bartlett, Esq.v <br /> F:\Bartlett\Tunnel Water Company\Tunnel West Half Rehabilitation Project and CWCB Loan 2019\2019 CWCB Loan for West Half <br /> Rehab\CWCB Opinion Ltr Tunnel CT2019-3706 4-5-19.doc <br />