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LANCE.TONES OUSTER GRASMICK LLP ; <br /> ATTORNEYS AT LAW f <br /> 5245 RONALD REAGAN BLVD.,SUITE 1 WWW.LJCGLAW.COM <br /> JOHNSTOWN,COLORADO 80534 kim(1ljeglaw.coIn <br /> TELEPHONE:970-622-8181 <br /> Kim R.Lawrence• P.Andrew Jones • Kelly J.Custer • Bradley C.Grasmick • David P.Jones • Alyson K.Scott • Ryan M.Donovan <br /> September 16, 2014 <br /> Colorado Water Conservation Board <br /> Attn: Construction Fund Section <br /> 1313 Sherman Street, Room 721 <br /> Denver, CO 80203 <br /> RE: Sterling Irrigation Company, CWCB CMS Number 73184. <br /> Gentlemen: <br /> I represent the Sterling Irrigation Company (Company). This letter is to provide <br /> 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. Gene Manuello was elected President and Kathie Seetch was elected <br /> Secretary of the Company each for a 1 year term beginning February 15 <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 shareholders on July 7, <br /> 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 /> 1 <br />