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<br />LEAVENWORTH & KARP, P.C. <br /> <br />Colorado Water Conservation Board <br />Department of Natural Resources <br />Page 3 <br />March 20,2002 <br /> <br />OPINIONS <br /> <br />Based upon the foregoing and subject to the assumptions, qualifications, exceptions and <br />limitations hereinafter described, we are of the opinion that: <br /> <br />I, Based solely on the State Certificate, Borrower is in existence in the State of <br />Colorado as a Colorado Ditch Company, <br /> <br />2, Based solely on the Incumbency Certificate, the person who will execute the Loan <br />Documents for the Borrower has been duly elected or appointed and has the <br />authority to execute such documents on behalf of the Borrower and to bind the <br />Borrower to the terms and conditions thereof. <br /> <br />3, Based solely on the Incumbency Certificate and the Resolutions, the Borrower's <br />Board of Directors has duly adopted resolutions approving the terms and conditions <br />of the Loan Documents. <br /> <br />4, The Loan Documents will constitute legal, valid and binding obligations of <br />Borrower enforceable in accordance with their terms, <br /> <br />5, The execution and delivery of, and the performance of the obligations under the <br />Loan Documents, will not violate the Organizational Documents of the Borrower <br /> <br />ASSUMPTIONS, EXCEPTIONS, QUALIFICATIONS AND LIMITATIONS <br /> <br />These opinions are subject to the following assumptions, exceptions, qualifications and <br />limitations: <br /> <br />I, We have assumed the genuineness of all signatures and the legal competence of all <br />natural persons signing any of the documents listed herein; and <br /> <br />2, We have assumed the authenticity of all documents submitted to us as originals, the <br />conformity with the original documents of all documents or portions of documents <br />submitted to us as copies, and the completeness of all Loan Documents, including <br />the attachments of all exhibits and completion of all blanks; and <br /> <br />3, We have assumed that all parties will act in a commercially reasonable manner and <br />will meet their implied obligation of good faith and fair dealing; and <br /> <br />4, We have assumed the factual accuracy of alI Loan Documents and materials <br />reviewed by us, that the Loan Documents contain all material facts and the entire <br /> <br />1:\2002\CJicnts\GIC\GenerallLetters-Memos\Opinion Letter. wpd <br />