C150180 Contract - Laserfiche WebLink

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Board of Directors June 6, 2008 Page 2 2. The District's Board of Directors, in accordance with the results of an election held May 6, 2008, pursuant to the applicable provisions of Title 1 and Title 32 of the Colorado Revised Statutes, at a regularly scheduled meeting, duly noticed and held in accordance with the applicable statutes on May 28, 2008, validly adopted a resolution authorizing the District's execution and delivery of the Amendment and to increase the principal amount of the Loan Contract to Two Million, Eight Hundred and Eleven Thousand Six Hundred Eighty Eight Dollars ($2,811,688). 3. When executed and delivered by the District to the Colorado Water Conservation Board, and upon entry by the Colorado Water Conservation Board, the Amendment will constitute a valid and binding obligation of the District, enforceable according to its terms, subject to the qualification that such enforcement may be subject to or limited by bankruptcy, insolvency, moratorium and other similar existing or future laws affecting the enforcement of creditor's rights, and that such enforcement may also be subject to general principles of equity and the exercise of judicial discretion in appropriate cases, whether such enforcement is considered in a proceeding in equity or at law. 4. The adoption of the Resolution approving the Loan Documents and authorizing their execution, issuance and delivery on behalf of the District, and the performance of the District's obligations thereunder do not conflict with or constitute a breach of or default under any indenture, commitment, agreement, or other instrument to which the District is a party or by which the District is bound. 5. No state or local law, rule, regulation, ordinance, resolution, judgment, order or decree to which the District is subject prevents the Amendment from Binding the District. As general counsel to the District, I have reviewed and am familiar with such documents, agreements, instruments certificates, papers, statutes, decisions, rulings and regulations as I have deemed necessary for the purpose of this opinion, including without limitation, the following documents: (a) a copy of the Loan Contract, including Project Description, Promissory Note and Security Agreement; (b) an unexecuted copy of the Amendment; (c) an unexecuted copy of the Resolution of the Pinewood Springs Water District, authorizing the execution and delivery of the Amendment; (d) Such resolutions, instruments, decrees and other documents relating to the