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<br />. <br /> <br />. <br /> <br />Colorado Water Conservation Board <br />January 22, 1997 <br />Page 2 <br /> <br />We have also examined and relied upon originals, or copies certified or <br />otherwise authenticated to our satisfaction, of such other records, documents, certificates and <br />other instruments, and made such investigation of law as in our judgment we have deemed <br />necessary or appropriate to enable us to render the opinions expressed below. <br /> <br />Based upon the foregoing, we are of the opinion that: <br /> <br />1. The Loall Agreement was duly execuled by officers of the Company <br />who are duly elected or appointed and are authorized to execute the Loan Agreement and to <br />bind the Company; <br /> <br />2. The Company's shareholders and board of directors have validly <br />adopted resolutions approving the Loan Agreement; <br /> <br />3. To the best of our knowledge, after such investigation as we have <br />deemed appropriate, there are no provisions in the Company's articles of incorporation or <br />bylaws, or any state or local law, that prevent the Loan Agreement from binding the <br />Company; and <br /> <br />4. To the best of our knowledge, after such investigation as we have <br />deemed appropriate, the Loan Agreement will be valid and binding against the Company if <br />entered into by the State of Colorado, except to the extent limited by applicable laws, <br />rulings, and decisions affecting remedies and by bankruptcy, reorganization or other laws <br />affecting the enforcement of creditors' rights generally. <br /> <br />This opinion is expressly limited to the matters stated as of the date hereof and <br />may be relied upon only by the addressee hereof. <br /> <br />GORSUCH KIRGIS L.L.C. <br /> <br />cc: <br /> <br />Linda Bassi <br />Donald R. Halffield, Jf. <br /> <br />Gcr;7wJ 1>1" L-./.-C <br />