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<br />State of Colorado <br />Colorado Water Conservation Board <br />Water Supply Planning & Finance Section <br />November 21, 2002 <br />Page 2 <br /> <br />(4) Attached to the Loan Contract as Appendix 3a and 3b are original <br />Resolutions of the Directors and Shareholders of Kern Reservoir and <br />Ditch Company which said Resolutions approve the Loan Contract and <br />attached Appendix documents including the authorization for the <br />corporate officers to sign said Loan Contract and other necessary <br />documents on behalf of Kern Reservoir and Ditch Company; <br /> <br />, <br /> <br />(5) That neither the Articles of Incorporation, By-laws, Rules and Regulations, <br />or state or local laws prevent Kern Reservoir and Ditch Company and its <br />duly appointed officers from entering into and signing the Loan Contract <br />and Appendix documents; and <br /> <br />(6) The Loan Contract and Appendix documents will be valid and binding <br />against Kern Reservoir and Ditch Company if the Colorado Water <br />Conservation Board accepts and executes said Loan Contract and <br />Appendix documents. <br /> <br />For this opinion we have been provided the documents listed on Exhibit "A". Our <br />opinion is solely based upon these documents and we have not made any independent <br />investigation or review. Our liability for this opinion letter is limited to the amount of <br />attorney fees paid for this opinion by Kern Reservoir and Ditch Company. <br /> <br />Very truly yours, <br /> <br /> <br />NHOFF LLP <br /> <br />KFUcg <br /> <br />Enclosure <br /> <br />F:\KFLIKERN RESERVOIRIOPINION.L TRwpd <br />