C150365 Attorney Opinion Letter

• Contract/PO #: CT2015-006
• Contract/PO #: C150365
• Contractor Name: Santa Maria Reservoir Company
• Contract Type: Loan
• Water District: 20
• County: Hinsdale
• Loan Projects - Doc Type: Contract Documents

CARLSON,HAMMOND&PADDOCK,L.L.C.
ATTORNEYS AT LAW
1900 GRANT STREET, SUITE 1200 JOHN UNDEM CARLSON
MARY MEAD HAMMOND DENVER, COLORADO 80203 (1940-1992)
WILLIAM A. PADDOCK
LEE H. JOHNSON
KARL D. OHLSEN TELEPHONE[phone] e-mail: chp @chp-law.com
MASON H. BROWN TELECOPIER(303)861-9026 website: www.chp-law.com
[e-mail]
February 12, 2014
Colorado Water Conservation Board
1313 Sherman Street, 6th Floor
Denver, CO 80203
Re: Loan Contract No. C150365
Borrower: Santa Maria Reservoir Company
Ladies and Gentlemen:
This firm is counsel to the Santa Maria Reservoir Company (the "Company"), a
mutual reservoir company organized pursuant to the Ditch and Reservoir Company Act,
C.R.S. §§ 7-42-101 et seq. ("Ditch Company Act"), which has entered into and executed
Loan Contract No. C150365 with the Colorado Water Conservation Board (the "Loan
Contract"), and has served in such capacity in connection with the authorization,
execution, and delivery of the Loan Contract. Terms used herein that are defined in the
Loan Contract will have the meanings assigned to them therein.
We have examined, among other things,the Ditch Company Act, the Amended
Articles of Incorporation of the Company ("Amended Articles") and current Bylaws of
the Company, the Loan Contract, and the proceedings of the Board of Directors, and of
the Company's shareholders with respect to the authorization, execution, and delivery of
the Loan Contract, and have made such examination of applicable Colorado and Federal
Law, as we have deemed necessary in giving this opinion.
Based upon the foregoing, we are of the opinion that:
(a) The Loan Contract has been duly executed by the President and Secretary
of the Company, both of whom are duly elected and authorized to execute the Loan
Contract and to bind the Company thereby;
(b) The Resolution of the Board of Directors attached as Appendix 3b to the
Loan Contract authorizing the execution and delivery of the Loan Contract was duly
adopted by the Board of Directors of the Company, and the Resolution of the
Shareholders attached as Appendix 3a to the Loan Contract was duly adopted by the
shareholders of the Company;