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<br />In addition, we are familiar with WRCC's ditch company operations generally and have <br />reviewed WRCC's general corporate organizational documents. We have also discussed this proposed <br />transaction with the appropriate company officers. <br /> <br />Based on our review of the documents described above and our familiarity with WRCC, its <br />officers and its operations, we are providing the following opinion of counsel as required by section 5 <br />of Loan Contract Amendment No.2. It is our considered legal opinion: <br /> <br />1. That the persons signing for the Windsor Reservoir & Canal Company were duly <br />elected or appointed and have the authority to execute such documents on behalf of WRCC and to <br />thereby bind WRCC. Barry Anderson is the duly elected President of WRCC and is also a director. <br />Donn Engel is the duly elected Secretary of WRCC. <br /> <br />2. That WRCC's shareholders and its Board of Directors have validly adopted Resolutions <br />approving Contract Amendment No. 2 and the attachments and related loan documents and have <br />authorized the officers of WRCC to execute and deliver the same. <br /> <br />3. There are no provisions in WRCC'5 Articles of Incorporation, Bylaws or any state or <br />local law that prevent Loan Contract Amendment No. 2 from being fully binding and legally <br />enforceable as against WRCC. <br /> <br />4. That Contract Amendment No.2 and all associated loan documents will be valid and <br />binding against WRCC if entered into and duly executed by the state of Colorado. <br /> <br />Please let me know if you have any questions or need anything further to complete this <br />transaction. Thank you. <br /> <br />Yours very truly, <br /> <br />TIlE DOW LAW FIRM, LLC <br /> <br />~. <br />Timothy J. Dow <br /> <br /> <br />TJD/lmh <br />pc: Donn Engel, Secretary, WRCC <br /> <br />2 <br />