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. ~ y ... I I' oJ I' "" LLnY~I~"V~ln ~ ~MKr I~U. II L r. j LEAVENWORTH & KAlU', 1'.C, Colorado Water Conservation Board Department of Natural Resources Page 2 November 2, 2002 "Resolutions" means the Resolutions oithe Board of Directors of the G1enwoodInigation Company adopted and dated November 2, 2002, concerning a loan in the amount of Three Hundred Eighty Six Thousand Dollars ($386,000) for the purpose ofrehabilitatiotl. oithe Glenwood Ditch siphon, a copy of which is attached to the Incumbency Certificate as Exhibit C. "State Certificate" means the Certificate of Fact of Existence issued on October 18, 2002 by the Colorado Secretary of State regarding the Borrower a copy of which is attached hereto as Exhibit B. We have examined the following documents, instruments and certificates: DOCUMENTS 1. Promissory Note dated November 2, 2002 in the orig:i:o.al principal = oiThree Hundred Eighty Six Thousand Dollars ($386,OOO)executed by the Borrower in favor of the CWCB; 2. Deed of Trust dated November 2,2002 ("Deed of Trust") executed by Borrower, as grantor, for the benefit of CWCB; 3. Loan Contract No. C150106 dated November 2, 2002 by and between the CWCB and the Borrower ("Contract"); 4. Project Summary, Appendix 1 to the Contract ("Project Snmmllry"); 5. Security Agreement dated November 2, 2002 executed by the Borrower as Debtor and identifYing the State and ewCB as secured party thereunder ("Security Agreemenf'): Unless otherwise specifically noted herein, all of the Loan Documents are dated November 2, 2002, on or about the date of this letter. In addition to the Loan Documents, we have reviewed the Articles ofIncoIporation, Bylaws, Resolutions and Incumbency Certificate for the Borrower (hereinafter collectively the "Organizational Documents") and the State Certificate. We have made no independent investigations of fact with respect to the opinions hereinafter expressed. As to factual matters, we have relied solely on representations made by the parties in the Incumbency Certificate, the Resolutions and the Loan Documents. As used herein, the phrase "to our knowledge" shall be defined as the CUlTent conscious awareness of Loyal E. Leavenworth, the attorney in this office who has worked on the Transaction, and does not include knowledge thatmay be obtained from a general review of our files or other attorneys who are not currently involved in the Transaction. I:~M2\~(ll,C\Cc:aaaI'l.encrs\OpirLiOA l..etr:l!n:2.wp4