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<br />. <br /> <br />. <br /> <br />Law Olflces <br />Anderson and Chapin <br />308 Clayton Street <br />P.O. Box 7 <br />Brush, Colorado 80723 <br /> <br />C.H. Anderson (1911-1987) <br />Robert B. Chapin <br /> <br />Telephone: (970) 842-5561 <br />FAX: (970) 842-5563 <br /> <br />November 14, 1996 <br /> <br />RECEIVED <br /> <br />NOV !!i lr-('~ <br />I ,_, " ,) <br /> <br />Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />CoIe,';)"-!;. '>",""~ <br />Con8ervQ~iJli ~';'iJd <br /> <br />Subject: Loan Contract No. C153730 - The Bravo Ditch Company <br /> <br />Ladies and Gentlemen: <br /> <br />As special counsel to The Bravo Ditch Company (the "Company"), I have reviewed the documents <br />related to the Company's execution and delivery of the Loan Contract and Promissory Note (the <br />"Contract") by and between the State of Colorado, for the use and benefit of the Department of Natural <br />Resources, Colorado Water Conservation Board (the "State"), and the Company, including the <br />Company's Articles of Incorporation, Bylaws, Resolutions of the Shareholders and Board of Directors <br />related to the Contract, and such other documents, statutes, and information as deemed appropriate. <br />From that review, I am of the opinion that: <br /> <br />a) The Company's shareholders and Board of Directors have validly adopted Resolutions <br />approving the Contract. <br /> <br />b) That there are no provisions in the Company's Articles of Incorporation or Bylaws, or any <br />state law that prevents the Contract from binding the Company. <br /> <br />c) That the persons signing the Contract for the Company were duly elected or appointed and <br />have authority to sign the Contract on behalf of the Company and to bind the Company. <br /> <br />d) That the Contract will be valid and binding against the Company if duly executed by the <br /> <br />State. <br /> <br />The opinions expressed in this letter are for the benefit of the addressee only and may not be relied upon <br />by any other person whatsoever. <br /> <br />S;;;4~ <br /> <br /> <br />Robert B. Chapin <br /> <br />sk <br />