PROJC00763

• Contract/PO #: C153747
• Contractor Name: Consolidated Extension Canal Company
• Contract Type: Loan
• Water District: 67
• County: Bent
• Bill Number: EIA
• Loan Projects - Doc Type: Contract Documents

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GORSUCH KIRGlS U.C.

ATTORNEYS AT LAW

SUITE 1100
1401 SEVENTEENTH STREET
DENVER, COLORADO 80202

TELEPHONE [phone]
FAX [phone]

MAILING ADDRESS
P.O. Box 17180
DENVER, COLORADO 80217-0180

January 22, 1997

RECEIVED
JAN 23 1997
Colorado \0\/
Conserv. atar
aDon Board

Colorado Water Conservation Board
Department of Natural Resources
721 Centennial Building
1313 Sherman Street
Denver, Colorado 80203

RE: Colorado Water Conservation Board Loan Contract No. C153747

To the Board:

We are attorneys admitted to practice in the State of Colorado and we have
acted as counsel to THE COLORADO EXTENSION CANAL COMPANY ("Company"), a
Colorado corporation, in connection with the authorization, execution and delivery by the
Company of Loan Agreement No. C153747 (the "Loan Agreement") with the Colorado
Water Conservation Board (the "Board").

We have examined copies of the Company's articles and bylaws, and have
examined originals, or copies certified or otherwise identified to our satisfaction, of the
following:

(a) the Loan Agreement;

(b) a resolution passed by the Company's shareholders at a December 6,
1996 special shareholders' meeting approving the Loan Agreement and the execution,
issuance and delivery thereof on behalf of the Company, and the authorization of the
undertaking and completion of the Project (as defined in the Loan Agreement); and

(c) a resolution passed by the Company's board of directors at a
December 6, 1996 directors' meeting approving the Loan Agreement and the execution,
issuance and delivery thereof on behalf of the Company, and the authorization of the
undertaking and completion of the Project.