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<br /> <br /> <br />LAW OFFICES OF <br />BROWN, SCHOTTELKOTTE & TWEEDELL <br />550 PALMER ST.. SUITE 201 <br />P.O. BOX 43 <br />DELTA, COLORADO 81416-0043 <br /> <br /> <br />A. Allen Brown 11904.19831 <br /> <br />Telephone 970.874-4451 <br />Fax 970-874.7433 <br /> <br />James D. Brown <br />Michael R. Schonelkana <br />Robert G. Tweedell <br /> <br />January 22, 2003 <br /> <br />Colorado Water Conservation Board <br />Water Supply Planning & Finance Section <br />Attn: Jan Illian <br />1580 Logan, Suite 750 <br />Denver, CO 80203 <br /> <br />Re: Loan Contract <br />The Delta Canal Company <br /> <br />Gentlemen/Ladies: <br /> <br />This letter is to extend to you our opinion as to several matters <br />concerning your loan to our client, The Delta Canal Company. This opinion <br />relates to that certain Loan Contract dated January 1, 2003 (hereinafter the <br />"Loan Contract") between the State of Colorado for the use and benefit of The <br />Department of Natural Resources, Colorado Water Conservation Board (~CWCB") <br />and The Delta Canal Company, a Colorado corporation, (hereinafter "the <br />Company") . <br /> <br />1. The Company is a properly organized mutual ditch company under the laws <br />of the State of Colorado including C.R.S. 7-42-101 et seg. (relating to <br />mutual ditch and reservoir companies), and the general corporation laws <br />of the State of Colorado. The Company has not elected to governed by <br />the provisions of the Colorado Revised Non-prOfit Corporation Act, or <br />its predecessor, the Colorado Non-profit Corporation Act. <br /> <br />2. The persons executing loan documents, Daniel J. Putney, and Leverna <br />Atchley, are duly elected or appointed to the offices of President and <br />Secretary, respectively, of the Company and have authority to sign such <br />loan documents and to bind the Company. <br /> <br />3_ The resolutions approving the loan contract have been validly adopted by <br />affirmative action of the stockholders at a special meeting called for <br />that purpose and by the directors of the Company by written consent, all <br />as authorized by the Colorado Corporation Code, the Articles of <br />Incorporation and Bylaws of the Company. <br /> <br />4. There are no provisions in the Articles of Incorporation or Bylaws of <br />the Company which would prevent the loan contract from binding the <br /> <br />