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STARR & WESTBROOK, P.C. <br /> ATTORNEYS AT LAW <br /> 210 EAST 29TH STREET <br /> LOVELAND,COLORADO 80538 <br /> TELEPHONE 970-667-1029 <br /> FACSIMILE 970-669-3841 <br /> RANDOLPH W.STARR E-Mail Randy i)starrwestbrook.com <br /> MICHAEL A.WESTBROOK E-mail Mike @starrwestbrook.com <br /> December 5,2014 <br /> State Of Colorado <br /> Department Of Natural Resources <br /> Colorado Water Conservation Board <br /> 1580 Logan Street, Suite 750 <br /> Denver, CO 80203 <br /> RE: ORIGINAL LOAN CONTRACT DATED: May 22, 2014 <br /> BORROWER:THE LOUDEN IRRIGATING CANAL&RESERVOIR COMPANY <br /> ORIGINAL LOAN AMOUNT: $ 161,600.00 <br /> LOAN NUMBER: C150398 CMS No.69494 <br /> OPINION OF COUNSEL <br /> Ladies and Gentlemen: <br /> We have acted as counsel to THE LOUDEN IRRIGATING CANAL & RESERVOIR <br /> COMPANY, (the "Corporation") in connection with the preparation of the Loan Contract setting <br /> forth the principal terms of the Transaction addressed by the Opinion Letter(the"Contract")and the <br /> ancillary Transaction Documents, if any and have participated on the Corporation's behalf in <br /> connection with the above Transaction. This Opinion Letter is provided to you at the request of the <br /> Corporation. Except as otherwise indicated herein,capitalized terms used in this Opinion Letter are <br /> defined as set forth in the Contract or the Accord(see below). <br /> This Opinion Letter is governed by, and shall be interpreted in accordance with,the Legal <br /> Opinion Accord(the"Accord")of the ABA Section of Business Law(1991). As a consequence,it is <br /> subject to a number of qualifications, exceptions, definitions, limitations on coverage and other <br /> limitations,all as more particularly described in the Accord,and this Opinion Letter should be read <br /> in conjunction therewith. The law covered by the opinions expressed herein is limited to the Law of <br /> the State of Colorado. <br /> We have relied upon factual representations made by the Corporation in the Contract and in an Omnibus <br /> Certificate dated December 5,2014. <br />