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<br />. <br /> <br />. <br /> <br />Law Offices <br />Anderson and Chapin <br />308 Clayton Street <br />P.O. Box 7 <br />Brush, Colorado 80723 <br /> <br />C.H. Anderson (1911-1987) <br />Robert B. Chapin <br /> <br />Telephone: (970) 842-5561 <br />Fax: (970) 842-5563 <br /> <br />October 17, 1997 <br /> <br />Weldon Valley Ditch Company <br />P. O. Box 626 <br />Weldona, CO 80653 <br /> <br />Subject: Colorado Water Conservation Board Loan Contract No, 053792 <br /> <br />Gentlemen: <br /> <br />As special counsel to The Weldon Valley Ditch Company (the "Company"), I have reviewed the <br />documents related to the Company's execution and delivery of the Loan Contract and Promissory Note <br />(the "Contract") by and between the State of Colorado, for the use and benefit of the Department of <br />Natural Resources, Colorado Water Conservation Board (the "State"), and the Company, including the <br />Company's Articles of Incorporation, Bylaws, Resolutions of the Shareholders and Board of Directors <br />related to the Contract, and such other documents, statutes, and information as deemed appropriate. <br />From that review, I am of the opinion that: <br /> <br />a) The Company's shareholders and Board of Directors have validly adopted Resolutions <br />approving the Contract. <br /> <br />b) There are no provisions in the Company's Articles of Incorporation or Bylaws, or any state or <br />local law that prevent the Contract from binding the Company. <br /> <br />c) The persons signing the Contract for the Company were duly elected or appointed and have <br />authority to sign the Contract on behalf of the Company and to bind the Company. <br /> <br />d) The Contract will be valid and binding against the Company if duly executed by the State. <br /> <br />The opinions expressed in this letter are for the benefit of the Company only and may not be relied upon <br />by any other person or entity whatsoever, <br /> <br />~4~ <br /> <br /> <br />Robert B. Chapin <br /> <br />sk <br />