C150392 Attorney Opinion Letter

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

. ,
Colorado Water Conservation Board
May 21, 2014
Page 2
Based on the Documents Reviewed and representations of the Borrower, it is our
opinion that:
(a) Borrower is a Colorado entity in good standing and is qualified to
transact business in the State of Colorado.
(b) David M. Jessup is a General Partner of the Borrower pursuant to the
Partnership Agreement.
(c) David M. Jessup, as a 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) The Resolution was duly adopted by David M. Jessup 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;
(0 There are no provisions in the Partnership Agreement that would invalidate
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 united 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.
Si cerely,
cfrn-LoCV A fu,tia
James A. Martell