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<br />Terry Retherford, President <br />;-':ovember l..t, 2002 <br />Page 2 <br /> <br />Based on my review of the foregoing, it is my opinion that: <br /> <br />A. The contract has been duly executed by officers of the borrower who are duly <br />elected or appointed and are authorized to execute the contract and to bind the <br />borrower; <br /> <br />B. The resolutions of the borrower authorizing the execution and delivery of the <br />contract were duly adopted by the bOITO\ver's board of directors and/or <br />stockholders; <br /> <br />C. There are no provisions in the borrower's Articles oflncorporation, Bylaws or any <br />state or local law that prevent this contract from binding the bOITO\\:er; and <br /> <br />D. The contract will be valid and binding against the borrower if entered into by the <br />CIVCB. <br /> <br />If! can be offunher assistance to you, please let me know. <br /> <br />Yours very truly, <br /> <br />ELDER & PHILLIPS, P.c. <br /> <br />MRL\cb <br /> <br />-~ Rof16 <br />Mark R. Luff <br />