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GJB <br /> GORDON J . BOSA <br /> ATTORNEY-AT-LAW <br /> P.O.BOX 58,ALAMOSA,COLORADO 81101 (719)589-6603 FAX:(719)589-3186 E-MAIL:gordwa @aol.com <br /> April 27, 2012 <br /> Department of Nat;,ral Resources <br /> Colorado Water Conservation Board <br /> 1313 Sherman St., Room 721 <br /> Denver, CO 80203 <br /> RE: Opinion Letter of Counsel <br /> To Whom It May Concern: <br /> Please be advised that I have reviewed the Articles of Incorporation and the By- <br /> Laws of the Terrace Irrigation Company as well as the Loan Contract No. C150332 and <br /> the resolution prepared and passed by the Terrace Irrigation Company on November <br /> 17, 2011. Based on that review, I make the following observations. <br /> 1. Contract C150332 has been duly executed by the officers of the borrower who <br /> are duly elected and appointed and who are authorized to execute the contract <br /> and to bind the borrower. <br /> 2 The resolution adopted by the Terrace Irrigation Company with reference to the <br /> indebtedness it will incur as a result of Loan Contract C150332 was duly <br /> approved and the recitals in the Motion contain evidence of total compliance with <br /> the requirements of th By-Laws ur Tecra:; igotio i Ccmpai fy. <br /> 3. There are no provisions in the Articles and or By-Laws of Terrace Irrigation <br /> Company or any other state or local law to the knowledge of this attorney that <br /> prevent this contract from binding the borrowers. <br /> 4. This contract will be valid and binding against the borrowers if entered and <br /> executed by the Colorado Water Conservation Board. <br />