C150152 Contract

• Contract/PO #: C150152
• Contractor Name: New Castle, Town of
• Contract Type: Loan
• Water District: 39
• County: Garfield
• Loan Projects - Doc Type: Contract Documents

LEAVENWORTH & KARP, P.c.

Colorado Water Conservation Board
Page 2
June 25, 2004

Based upon the foregoing, we are of the opinion that:

1. Bill Wentzel is the duly elected Mayor of the Town and is authorized to execute the
Loan Contract on behalf of the Town and bind the Town in accordance with the
terms thereof

2. Bill Wentzel is the duly appointed President of the Enterprise and is authorized to
execute the Loan Contract on behalf of the Enterprise and bind the Enterprise in
accordance with the terms thereof.

3. The proceedings of the Enterprise's governing body authorizing the Enterprise to
undertake and complete the project were duly and lawfully adopted and approved in
accordance with the ordinances of the Town of New Castle and other applicable
Colorado law at meetings duly called pursuant to necessary public notice and held
in accordance with applicable Colorado law at which quorums were present and
acting throughout and were published in accordance with applicable Colorado law.

4. The proceedings of the Town and the Enterprise approving the ordinances
authorizing the execution, issuance, and delivery of the Loan Contract on behalf of
the Town and the Enterprise have been duly and lawfully adopted and approved in
accordance with the Town of New Castle Home Rule Charter and other applicable
Colorado law at meetings duly called pursuant to necessary public notice and held
in accordance with applicable Colorado law, and at which quorums were present and
acting throughout and were published in accordance with applicable Colorado law.

5. To the best of our knowledge, after such investigation as we have deemed
appropriate, the authorization, execution, and delivery of the Loan Contract by the
Town and the Enterprise and the observation and performance by the Town and the
Enterprise of its duties, covenants, obligations, and agreements thereunder do not and
will not contravene the Colorado Constitution, any existing local or state law, or any
existing order, injunction, judgment, decree, rule, or regulation of any court or
governmental or administrative agency, authority, or person having jurisdiction of
over the Town and the Enterprise or its property or assets or result in a breach or
violation of any of the terms and provisions of, or constitute a default under, any
existing bond resolution, trust agreement, indenture, mortgage, deed of trust, and
other agreement to which the Town or the Enterprise is a party or by which it, the
water and sewer system, or its property or assets is bound.

6. To the best of our knowledge, after such investigation as we have deemed
appropriate, upon execution of the Loan Contract by the Town and the Enterprise,
the Loan Contract will be valid and binding as against the Town and the Enterprise
once the Loan Contract is duly executed by the CWCB.

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