C150336 Attorney Opinion Letter Ammend 1

• Contract/PO #: CT2015-088
• Contract/PO #: C150336
• Contractor Name: Left Hand Ditch Company
• Contract Type: Loan
• Water District: 5
• County: Boulder
• Loan Projects - Doc Type: Contract Documents

HutchinsonBlackandCook
Attorneys at Law
Clark G.Edwards
edwards @hbcboulder.com
August 20, 2014
Colorado Water Conservation Board
Attn: Construction Fund Section
1313 Sherman St., Room 721
Denver, CO 80203
Borrower: Left Hand Ditch Company
Contract No. C150336—Amendment#1
Ladies and Gentlemen:
We have acted as counsel for Left Hand Ditch Company ("Borrower") in connection with
the above-captioned loan, and we render this opinion to the Colorado Water Conservation Board,
and its successors and/or assigns ("CWCB") in that capacity.
In rendering this opinion, we have reviewed the following documents:
A. Articles of Incorporation and Bylaws of Borrower and all amendments thereto
(collectively, the "Company Documents");
B. Promissory Note (the "Note") dated July 24, 2014, made by Borrower to the order of
CWCB, in the principal amount of$1,475,307.00; and
C. Loan Contract, including Special. Provisions, and Security Agreement dated as of the
date of the Note from Borrower to the Lender.
The documents described in paragraphs B and C are hereinafter collectively referred to as
the "Loan Documents."
In rendering the opinions set forth herein, we have relied upon the accuracy of all factual
matters set forth in the Loan Documents and have not independently verified the same; provided,
however, that we assure you that nothing has come to our attention which indicated that such factual
matters are incorrect. We have assumed that Borrower holds the requisite title and rights to any
property in the Loan Documents that is designated as belonging to Borrower, including, without
limitation, any property that is designated as collateral or security for the performance of the Loan
Documents, that the descriptions of any property contained in the Loan Documents are legally
sufficient and adequate under applicable law to identify such property, that the Deed of Trust and a
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