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Williams, Turner & Holmes, P.C. <br />ATTORNEYS AT LAW <br />J. D. Snodgrass <br />William D. Prakken <br />Mark A. HetYrtundstad* <br />Susan M. Corle <br />James M. Colosky** <br />Kirsten M. Kurath* <br />Kathleen Lyon <br />Phillip J. Jones*** <br />Retired <br />Anthony W. Williams <br />Berndt C. Holmes <br />Warren L. Turner <br />(1926 - 2003) <br />All Attorneys <br />Admitted in Colorado <br />*Also Admitted in Utah <br />**Also adntitted in Nebraska <br />***Also admitted in Florida <br />GRAND JUNCTION OFFICE <br />Courthouse Place Building <br />200 N. 6th Street <br />PO Box 338 <br />Grand Junction, Colorado <br />81502-0338 <br />Phone: 970/242-6262 <br />Fax: 970/241-3026 <br />wth-law.com <br />August 10, 2006 <br />Vaughan McWilliams <br />Colorado Water Conservation Board <br />Department of Natural Resources <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br />Re: Orchard Mesa Irrigation District <br />Loan Contract No. C150222 ("Loan Contract") <br />Dear Mr. Russell: <br />Mark A. Hermundstad <br />mhelm@wth-law.com <br />(970) 242-6262, ext 223 <br />Federal Express <br />We represent the Orchard Mesa Irrigation District (the "District"). The <br />District has asked us to provide the opinion letter required by Paragraph A.7. of the <br />above referenced Loan Contract. <br />We have reviewed certain records of the District. Based upon our review of <br />those records and discussions we have had with the District's Manager, our opinions <br />are as follows: <br />1. The Loan Contract and Appendices 2 and 4 to the Loan Contract have <br />been duly executed by Larry Fuller, as President, and Norman Friend, as Secretary, <br />of the District. Mr. Fuller was elected to a three year term as a director of the District <br />at the District's annual meeting on January 13, 2005. Mr. Friend was elected to a <br />three year term as a director of the District at the District's annual meeting on January <br />12, 2006. Mr. Fuller was elected President of the District and Mr. Friend was <br />elected Vice President/Secretary of the District at a meeting of the Board of Directors <br />of the District held on January 12, 2006. Their terms of office as President and <br />Secretary of the District continue until the next annual meeting of the District in <br />January, 2007. <br />2. The Board of Directors of the District duly adopted a resolution <br />approving the Loan Contract and authorizing its execution and delivery at a special <br />meeting of the Board held on July 26, 2006. A copy of the resolution will be <br />attached as Appendix 3 to the Loan Contract. <br />3. There are no provisions in the Colorado Constitution or in any other <br />state or local law that prevent the Loan Contract from binding the District. <br />4. The Loan Contract will be valid and binding against the District if <br />entered into by the Colorado Water Conservation Board. <br />MOAB <br />Phone: 435/259-4381 <br />