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. . PARCEL, MAURO, HULTIN & SPAANSTRA, P. C, " Colorado Water Conservation Board December 10, 1997 Page 2 We also have examined a Resolution of the Members of the Horse Creek Water Users Association and a Resolution of the Board of Directors of the Horse Creek Water Users Association, both generated by the Colorado Water Conservation Board ("CWCB"). Both of these resolutions indicate that they were adopted on November 25, 1997. They bear the signature of Donald V. Johns, Jr. as President of HCWUA, and the seal of HCWUA. Both resolutions are attested to by Norman Summers, Secretary-Treasurer ofHCWUA. Accordingly, we are of the opinion that Donald V. Johns, Jr. has authority to sign such documents on behalf of HCWUA and bind HCWUA and that the members and the Board of Directors of HCWUA have validly adopted resolutions approving the Loan Contract with the CWCR Weare familiar with the provisions of the articles of incorporation and by-laws ofHCWUA and are of the opinion that there is nothing therein that prevents the Loan Contract from binding HCWUA. Further, in the course of our representation of HCWUA, we have encountered no state or local law that prevents the Loan Contract from binding HCWUA. This opinion is limited to the present state and local laws of the State of Colorado. We express no opinion with regard to the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion should the present laws of the jurisdictions mentioned herein be changed by legislative action, judicial decision or otherwise. The subject loan appears to have been approved by the CWCB and to have been authorized by Senate Bill 97-008 [S 37-60-122.4(3), e.R.S. (1997)]. The Loan Contract appears to be consistent with those approvals. Based upon that authority, we are of the opinion that the Loan Contract will be valid and binding against HCWUA if entered into by the State. This opinion is furnished to you on behalf of HCWUA pursuant to paragraph A.4 of the Loan Contract. This opinion is for the exclusive benefit of the addressee and may not to be used or relied upon for any other purpose or by any other person and is not to be circulated, quoted or given to any other person, without our prior written consent. Very truly yours, PARCEL, MAURO, HULTIN & SPAANSTRA, P.e. BY~~ ~~L~3: William A. Hillhouse II, Director W AH/clw Enclosure cc: Linda 1. Bassi, Esq. (via telecopy - 866-3558)