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LAWRENCE JONES CUSTER GRASMICK LLP <br /> ATTORNEYS AT LAW <br /> 5245 RONALD REAGAN BLVD..SUITE 1 <br /> JOHNSTOWN.COLORADO 80534 <br /> TELEPHONE:970-622-8181 <br /> TELECOPIER:970-660-4412 <br /> WW W.I.ICGI.AW.COM <br /> KIM an.1ICGIAW.COM <br /> KIM R.LAWRENCE • P.ANDREW JONES • KELLY J.CUSTER • BRADLEY C.GRASMICK • DAVID P.JONES • ALYSON K.SCOTT <br /> • <br /> June 16, 2014 <br /> Colorado Water Conservation Board <br /> Attn: Construction Fund Section <br /> 1313 Sherman Street, Room 721 <br /> Denver, CO 80203 <br /> RE: Farmers Pawnee Canal Company, Loan Contract C150394. <br /> Gentlemen: <br /> I represent the Farmers Pawnee Canal Company (Company). This letter is to <br /> provide you the attorney's opinion letter required by¶A.7 of the above Contract. <br /> I have examined the Articles of Incorporation, Bylaws, Minutes and Resolution of <br /> the Company. Based on those documents it is my opinion that: <br /> 1. Steve Wagner was elected President and Larry Kloberdanz was elected <br /> Secretary of the Company each for a 1 year term beginning January 25 <br /> 2014 or until their successors are elected. Therefore the Contract will be <br /> duly executed by officers of the Company who are duly elected and are <br /> authorized to execute the contract and to bind the Company. <br /> 2. The Resolution of the Company authorizing the execution and delivery of <br /> the Contract was duly adopted by the Company Board of Directors on June <br /> 6, 2014. <br /> 3. There are no provisions in the Company's Articles of Incorporation or <br /> Bylaws or any state or local law that prevent this Contract from binding the <br /> Company. <br /> 4. The Contract will be valid and binding against the Company if entered into <br /> by the Colorado Water Conservation Board. <br /> I I I> a ' L <br />