C150363 Attorney Opinion Letter - Laserfiche WebLink

Home Browse Search

Lyons Gaddis Icahn I-IaII `Jeffers 1=1 vv ra k S. Grant A Professional Corporation Attorneys and Counselors November 2, 2014 Page 2 a. Borrower is a Colorado entity in good standing and is qualified to transact business in the State of Colorado. b. That Mr. Petrocco is the General Partner of the Borrower pursuant to the Partnership Agreement. c. Mr. Petrocco, as the General Partner of the Borrower, is duly authorized by the Partnership Agreement to execute the Loan Contract between the CWCB and the Borrower and to bind the Borrower to the Loan Contract; d. A resolution dated November 2, 2013 authorizing the execution and delivery of the Loan Contract was duly adopted by Mr. Petrocco as General Partner of the Borrower; e. There are no provisions in the Partnership Agreement, or any state or local law that prevent the Loan Contract from binding the Borrower; f. There are no provisions in any of the Borrower's formation and governing documents that would invalidate the approval of the Loan Contract; and g. The Loan Contract will be valid and binding against the Borrower if entered into by the CWCB. The opinions are based solely on our knowledge and the representations of the Borrower as of the date of this letter, including but not limited to the assumption that Borrower has not amended the Partnership Agreement, and except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The foregoing opinions are for the exclusive reliance of the CWCB, and are not intended for the benefit of, and should not be relied upon whatsoever by, anyone except the CWCB. Sincerely, LYONS GADDIS KAHN HALL JEFFERS DWORAK&GRANT, PC _ve Matthew Machado mmachado@Igkhlaw.com cc: David A. Petrocco, Sr.