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WHITEING & SMITH <br />ATTORNEYS AT LAW <br />1136 PEARI. STREET, StiITE 203 <br />BO€JLDF,R, COLORADO 80302 <br />JEANNE S. WHITEING <br />TOD J. SMITH <br />PHONE (303)444-2549 <br />FAX (303)444-2365 <br />EMAILtodCa~whiteingsmith.com <br />October 2, 2008 <br />Vaughan McWilliams <br />Colorado Water Conservation Board <br />Water Supply Planning and Finance Section <br />1580 Logan Street, Suite 750 <br />Denver, Colorado 80203 <br />Re: San Luis Valfey Water Conservancy ~3istrict <br />Loan Contract No. C150269 <br />De~r Mr. McWilliams: <br />This Attorney Opinion Letter is provided in compliance with paragraph 7 of the <br />proposed Loan Contract No. 150269 (the " Contract" ), between the Colorado Water <br />Conservation Board (the " CWCB" ) and the San Luis Valley Water Conservancy District, <br />acting by and through its Water Activity Enterprise (the " Borrower" ). The firm of Whiteing <br />& Smith serves as general legal counsel to the District. To the best of my knowledge, the <br />Borrower does not employ a" bond counsel" as referenced in paragraph 7. <br />In response to the information requested in paragraph 7, it is my opinion that: <br />1. In accordance with Section 8, paragrapt-, g of the Borrower's By-Laws, <br />adopted pursuant to Resolution No. 2007-03, May 17, 2007, the President is authorized to <br />and has executed the Contract which binds the Borrower. <br />2. Resolution No. 2008-06, dated June 19, 2008, duly adopted by the <br />Borrower's Board of Directors and executed by the President, authorized the District, <br />through its Water Activity Enterprise, to apply for and obtain the loan provided for in the <br />Contract. Section 8, paragraph g of the Borrower's By-Laws authorizes the President to <br />execute the Contract. <br />3. There are no provisions in the Colorado Constitution or any other state or <br />local law that prevents the Contract from binding the Borrower. <br />