C150327 Attorney Opinion Letter Adendum1

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gOrten State of Colorado The Department of Natural Resources a v a n a g h & Colorado Water Conservation Board March 12,2014 Holmes, LLC Page A T T O R N Y S T L r, \V d. Decl.l ation and Agreement of Protective Covenants (first revision), recorded Dece ber 14, 1988 at Reception No. 88059452, L imer County Clerk and Reco •er. e. Tec ical Amendment to the Declaration: Notice of wner Association Address under Declaration: recorded March 20, 2008 at Recep ion No. 2917441, Boulder Coun iy Clerk and Recorder; and March 20, 2008 at Reception No. 20080017358, Lari er County Clerk and Recorder. f. Second Amended and Restated Declaration and Agreement of Protective Cove 1 ants, recorded October 8, 2013 at Reception No. 03346519, Boulder Couni Clerk and Recorder; and October 7, 2013 at Rejception No. 20130075923, Lari -r County Clerk and Recorder. g. Colic'tively,the foregoing are referred to as the "Declaration". 2. Certificate o Incorporation of Big Elk Meadows Association, filed August 2, 1966 with the Colorado +ecretary of State ("Articles"). 3. Bylaws of th, Big Elk Meadows Association, adopted Janu 19, 1967, revised March 31, 1975 and l arch 28, 1983 ("Bylaws"). We have also made •.uch other investigations of law and fact as we deemed necessary to render the opinions set forth in this letter. Attorney's Opinion Based on the foregoing and subject to the limitations and qualifications in this letter, we are of the opinion that: 1. The Contract A endment has been or is expected to be duly executed by officers of the Association, whi h officers are duly elected or appointed and are I authorized to execute the Loan Contract an to bind the Association. 2. The resolution o the Association authorizing the execution and delivery of the Contract Amendment has 'een duly authorized by the Association's Board of Directors. 3. There are no pro isions in the Association's Articles, Bylaws, Declaration, or any state or local law that pre ents the Contract Amendment from binding the Association. 4. The Contract Am-ndment will be valid and binding against the Association if entered into by Big Elk Meado s Association and the CWCB, except as may !be limited by applicable bankruptcy, insol ency, reincorporation, foreclosure, reorganizati n, moratorium or similar laws affecting cr-ditors' rights generally, and subject to general principles of equity and subject to the rea•onable exercise by the United States of America, the State of Colorado and their governmen .1 bodies of the police power inherent in the sovereignty of government and