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<br />~ <br /> <br />CARLSON, lIAMMOND & PADDOCK, L.L.C. <br />ATTORNEYS AT LAW <br /> <br />MARY MEAD HAMMOND <br />WILLIAM A. PADDOCK <br />LEE H. JOHNSON <br />KARL D. OHLSEN <br />BETH ANN J. PARSONS <br /> <br />1700 LINCOLN STREET, SUITE 3900 <br />DENVER, COLORADO 80203-4539 <br /> <br />JOHN UNDEM CARLSON <br />(1940-1992) <br /> <br />TELEPHONE (303) 861-9000 <br />TELECOPIER (303) 861-9026 <br /> <br />a-mail: chp@chp-Iaw.com <br />wabsita: www.chp-Iaw.com <br /> <br />Sender's Email: <br />mhammond@chp-law.com <br /> <br />December 15, 2003 <br /> <br />Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, Colorado 80203 <br />Attn: Ms. Jan Illian, Contract Administrator <br />Water Supply Planning and Finance Section <br /> <br />Ladies and Gentlemen: <br /> <br />This firm is counsel to the Lake Meredith Reservoir Company (the "Company") and has <br />served in such capacity in connection with the amendment to Loan Contract No. C150137, to <br />increase the loan amount from the Colorado Water Conservation Board to the Company by the sum <br />of$471.500 to a total of$1 ,427,500 forreplacement ofthe existing outlet channel at the Company's <br />reservoir . <br /> <br />We have examined the Company's Articles of Incorporation and Bylaws, the Amended Loan <br />Contract, Amended Promissory Note, Amended Security Agreement, and Amended Deed of Trust <br />(collectively the "Loan Documents") and such other certificates and documents relating to the <br />Company and the proposed loan amendment, and made such other examination of applicable law <br />as we have deemed necessary in giving this opinion. <br /> <br />Based upon the foregoing, we are of the opinion that: <br /> <br />(a) The Company is a Colorado mutual reservoir company authorized to borrow money <br />for its corporate purposes, including the replacement of the outlet channel for the reservoir. <br /> <br />(b) The Loan Documents have been duly executed by officers of the Company who are <br />duly elected or appointed and are authorized to execute the Loan Documents and to bind the <br />Company. <br /> <br />( c) The resolutions of the Company's Board of Directors dated May 14, 2003 authorizing <br />the execution and delivery of the Loan documents were duly adopted by the Company's Board of <br />Directors. <br /> <br />(d) There are no provisions in the Company's Articles oflncorporation or Bylaws or any <br />state or local law that prevent the Loan Documents from binding the Company. <br />