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CARLSON,HAMMOND&PADDOCK,L.L.G. <br /> ATTORNEYS AT LAW <br /> 1900 GRANT STREET,SUITE 1200 JOHN UNDEM CARLSON <br /> MARY MEAD HAMMOND DENVER, COLORADO 80203 (1940-1992) <br /> WILLIAM A. PADDOCK <br /> LEE H. JOHNSON TELEPHONE(303)861-9000 <br /> KARL D. OHLSEN TELECOPIER(303)861-9026 e-mail: chp@chp-law.com <br /> MASON H. BROWN website: www.chp-law.com <br /> kohlsen @chp-law.com <br /> September 11, 2014 <br /> Via U.S. Mail <br /> Colorado Water Conservation Board <br /> Department of Natural Resources <br /> Attn: Peg Mason <br /> 1580 Logan St. Suite 600 <br /> Denver, CO 80203 <br /> Re: The Sanchez Ditch and Irrigation Company Amendment to Loan Contract No. <br /> C150342 <br /> Dear Ms. Mason: <br /> Pursuant to paragraph 6)v. of the Amendment to Loan Contract No. C150342, CMS No. <br /> 53629, Amendment CMS No. 71714, please be advised as follows: <br /> 1. I am the attorney for the Sanchez Ditch and Reservoir Company, a Colorado <br /> nonprofit corporation. <br /> 2. The officers executing and attesting the Amendment to the Loan Contract have <br /> been duly appointed, and are authorized to execute the Amendment to the Loan Contract and to <br /> bind the Sanchez Ditch and Reservoir Company. <br /> 3. The resolution of the Sanchez Ditch and Reservoir Company authorizing the entry <br /> into and execution of the Amendment to the Loan Contract was duly adopted by the Sanchez <br /> Ditch and Reservoir Company's board of directors and stockholders. <br /> 4. There are no provisions in the Sanchez Ditch and Reservoir Company's articles of <br /> incorporation or bylaws, nor any state or local statute, which would prevent the provisions of the <br /> Amendment to the Loan Contract from binding the Sanchez Ditch and Reservoir Company. <br /> 5. The Amendment to the Loan Contract shall be valid and binding against the <br /> Sanchez Ditch and Reservoir Company if entered into by the Colorado Water Conservation <br /> Board. <br /> Please feel free to contact me if you have any questions about the content of this opinion <br /> letter, or if you need additional information. <br />