C150253 Contract

• Contract/PO #: C150253
• Contractor Name: Lower Latham Reservoir Company
• Contract Type: Loan
• Water District: 64
• County: Weld
• Loan Projects - Doc Type: Contract Documents

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September 27,2007

Colorado Water Conservation Board
1313 Shemlan Street. Room 721
Denver. Colorado 80203

Re: Authority of the Lower Latham Reservoir Company to enter into Loan Contract with the
Colorado Water Conservation Board

To Whom It May Concem:

This opinion is being delivered to you pursuant to Paragraph 7 of the Loan Contract
between the Lower Latham Reservoir Company ("Borrower") and the Colorado Water
Conservation Board ("CWCB"). I have reviewed Latham's articles of incorporation and bylaws,
the resolution prepared for the contract, and the contract itself. Based upon the representations
of the Borrower and the documents provided as described above, I am of the opinion that:

I. The contract has been duly executed by officers of the Borrower who are duly elected
or appointed and arc authorized to execute the contract and to bind the Borrower;

2. The resolution of the Borrower authorizing the execution and delivery of the contract
were duly adopted by the Borrower's board of trustees;

3. There are no provisions in the Borrower's articles of incorporation or bylaws or any
state or local lav,: that prevent this contract from binding the Borrower, and

4. The contract will be valid and binding against the Borro\ver if entered into by the
C\VCB.

Accordingly, it is my opinion that Borrower has adequate authority to enter into the
contract through resolution board of trustees of the Lower Latham Reservoir Company.

Sincerely~

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Daniel K. Brown, Esq.

F' .Ian I.ower Latham ReSCr\"llir CWCS resolution re loan 9-27-2007 doc