PROJC01680

• Contract/PO #: C150132
• Contractor Name: GMS Land & Cattle Company
• Contract Type: Loan
• Water District: 0
• County: Weld
• Bill Number: MC3
• Loan Projects - Doc Type: Contract Documents

THOMAS N. LONG, P .C.
LAW OFFICES
AMERICAN NATIONAL BANK BUILDING
1912 CAPITOL A VENUE. SUITE 406, CHEYENNE, WY 82001
P,O, Box 87, CHEYENNE, WY 82003

THOMAS N, LONG
e-mail: [e-mail]

TELEPHONE [phone]
FACSIMILE: [phone]

SUSAN L. FEINMAN
e-mail: [e-mail]

March 6, 2003

Colorado Water Conservation Board
Department of Natural Resources
1313 Sherman Street, Room 721
Denver, CO 80203

Re: GMS Land and Callie Company LLC
DAM REHABILITATION LOAN

Gentlemen:

We have acted as Wyoming counsel for GMS Land and Cattle Company LLC, a Colorado
limited liability company (the "Company"). This opinion is being rendered in connection with the
certain small project loan for the rehabilitation of the Giffin #1 and #2 Reservoirs (the "Loan") from
the Colorado Water Conservation Board (the "Lender").

In our capacity as such counsel, we have reviewed the following documents:

I. The Articles of Organization of the Company dated October 4,2001.

2. The Operating Agreement of the Company dated October 4, 200 I.

3. Organization Meeting Minutes dated October 4,2001,

4. A copy of Contract No. C150132 dated as of March 1, 2003 (the "Contract") by and
between the Lender and Company.

5. Resolutions of the managers of the Company in the form attached as Appendix 3 (the
"Resolutions") to Loan Contract No. C150132.

The items listed above are the only documents we have examined in connection with the
Loan. In connection with this opinion, as to any matters of fact, we are relying upon the
representations of one or more of the managers of the Company, and those documents which we
have reviewed as noted above. As used herein, the words "to our knowledge" or words of like
import, referring to the knowledge of attorneys in this firm representing the Company, indicate such