PROJC00751

• Contract/PO #: C153788
• Contractor Name: Greeley and Loveland Irrigation Company
• Contract Type: Loan
• Water District: 3
• County: Weld
• Bill Number: FSL
• Loan Projects - Doc Type: Contract Documents

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WILLIAM H. SOUTHARD

ATTORNEY AT LAW
NORWEST BANK BUILDING
1025 NINTH AVENUE, SUITE 309
GREELEY, COLORADO 80631

P.O. BOX 449
GREELEY, CO 80632
[phone]
FAX [phone]

October 6, 1997

Department of Natural Resources
Colorado Water Conservation Board
1313 Sherman Street, Room 721
Denver, CO 80203

Re: Contract #C153788
The Greeley and Loveland Irrigation Company

Gentlemen:

As Attorney for The Greeley and Loveland Irrigation Company, a Colorado not-
for-profit corporation, I have examined the Feasibility Report Loan Contract between
the Department of Natural Resources, Colorado Water Conservation Board, and The
Greeley and Loveland Irrigation Company, together with:

A.
B.

The proposed Promissory Note,
Appropriate Resolution of the Board of Directors of The Greeley and
Loveland Irrigation Company,
Security Agreement,
Assignment of Deposit Account as Security.

C.
D.

I am of the opinion that David Bernhardt, President, and Ronald Brinkman,
Secretary, were duly elected to such positions by The Greeley and Loveland
Irrigation Company, and as such have power and authority to execute the documents
on behalf of, and to bind The Greeley and Loveland irrigation Company to such
instruments.

I am of the opinion that the shareholders have fully authorized the Board of
Directors to adopt the Resolution authorizing the loan contract, note, Security
Agreement, and Assignment of Deposit Account as Security, without further
Resolution or action required for the Shareholders.

I am further of the opinion that there are no provisions in the Articles of
Incorporation or by-laws of The Greeley and Loveland Irrigation Company, nor any
state or local law that prevent this contract from binding The Greeley and Loveland
irrigation Company; and that the contract will be valid and binding against