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� <br />SHINN, STEER;MAN & SHINN <br />ATTORNEYS AND COUNSELORS AT LAW <br />CARL M. SHINN <br />REG. N0.1302 <br />WENDY S. SHINN <br />REG. NO. 11527 <br />DONALD L. STEERMAN <br />REG. NO. 234(12 <br />September 9, 2002 <br />Ms. Janice Illian <br />Contract Administrator <br />Water Supply Planning and Finance Section <br />Colorado Water Conservation Boazd <br />Department of Natural Resources <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br />RE: Attorney's Opinion Letter <br />Amity Mutual Irrigation Company <br />Loan Contract No. C150099 <br />Dear Ms. Illian <br />20(1 WEST ELM STREET <br />POST OFFICE BOX 390 <br />i,AMA R, COLORADO 81052 <br />(719) 336-4313 <br />FAX (719) 336-4315 <br />Please find my opinion pursuant to paragraph AS of the above referenced contract as follows: <br />It is my opinion that pursuant to the Bylaws of the Company that Keith Clark, Glen Wilson, <br />Rodney Thompson, Donnie Seufer and Ken Smartt have been duly elected by the shareholders as <br />the Board of Directors for said Company. Each of the Directors has been elected at a regular <br />annual meeting of the stockholders. Keith Clark has been duly appointed president for said <br />Company and Kerry Wagner has been duly appointed the Company secretary. <br />That the stockholders of the Company have properly ratified and approved Resolutions of the <br />Stockholders of the Amity Mutual Irrigation Company authorizing the Directors to enter into the <br />above-referenced contract and to do those things necessary as contained in said Resolution. Said <br />Resolution is attached hereto as exhibit "A" and incorporated herein as if fully set forth. <br />The Board of Directors of the Company have properly ratified and approved Resolutions of the <br />Board of Directors of the Amity Mutual Irrigation Company authorizing the president and <br />secretary to enter into the above-referenced contract and to do those things necessary as <br />contained in said Resolution. Said Resolution is attached hereto as exhibit "B" and incorporated <br />herein as if fully set forth. <br />I have inspected the Articles of Incorporation, Bylaws and have researched state and local law <br />concerning corporations and am of the opinion that there is nothing that prevents this Contract <br />