C150392 Attorney Opinion Letter

• Contract/PO #: C150392
• Contractor Name: Sylvan Dale Ranch, LLLP
• Contract Type: Loan
• Loan Projects - Doc Type: Contract Documents

• LILEY, ROGERS & MARTELL, LLC •
ATTORNEYS AT LAW
May 21, 2014
Colorado Water Conservation Board
Attn.: Finance Section.
1313 Sherman Street, Room 721
Denver, CO 80203
Re: Opinion Letter Provided Pursuant to CWCB Loan Contract C150392
Ladies and Gentlemen:
We are providing this letter to the Colorado Water Conservation Board ("CWCB")
at the request of Sylvan Dale Ranch, LI..1.1.3, a Colorado Limited Liability Limited
Partnership ("Borrower") to meet the requirements of Paragraph 7 of CWCB Loan
Contract C150392 ("Loan Contract"). For purposes of rendering our opinion set forth
herein, we have reviewed originals or copies of the following documents that pertain
directly to the Loan (collectively, the "Documents Reviewed"):
1. Partnership Agreement of Sylvan Dale Ranch, LLLP dated January 1,
2001 ("Partnership Agreement");
2. Certificate of Good Standing dated May 16, 2014, issued by the Secretary
of State of the State of Colorado as to Borrower; and
4. A resolution dated May ,R5 , 2014 authorizing the execution and delivery
of the Contract by David Jessup as General Partner of the Borrower
("Resolution").
5. A Statement of Authority dated May 22, 2014 authorizing the execution of
documents by David Jessup as general partner of the Borrower.
In basing the opinions set forth in this opinion on "our knowledge," the words
"our knowledge" signify that, in the course of our representation of the Borrower, no
facts have come to our attention that would give us actual knowledge or actual notice
that any such opinions or other matters are not accurate. The words "our knowledge" as
used in this opinion are intended to be limited to the actual knowledge of the attorneys
within our firm who have been directly involved in representing the Borrower in any
capacity as of the date of this letter, including, but not limited to, in connection with the
Loan.
LUCIA A. LILEY • JAMES A. MARTELL • TODD W. ROGERS • JOSHUA C. LILEY
THE PETER ANDERSON HOUSE • 300 SOUTH HOWES STREET • FORT COLLINS,COLORADO 80521
TELEPHONE:[phone] • FAX:[phone]