CT2015-101 Attorney Opinion Letter

• Contract/PO #: CT2015-101
• Contractor Name: Upper Platte and Beaver Canal Company
• Contract Type: Loan
• Water District: 1
• County: Morgan
• Loan Projects - Doc Type: Contract Documents

CARLSON,HAMMOND 8C PADDOCK,L.L.C.
ATTORNEYS AT LAW
1900 GRANT STREET, SUITE 1200 JOHN UNDEM CARLSON
MARY MEAD HAMMOND DENVER, COLORADO 80203 (1940-1992)
WILLIAM A. PADDOCK
LEE H. JOHNSON TELEPHONE[phone]
KARL D. OHLSEN e-mail: chp @chp-law.com
MASON H. BROWN TELECOPIER(303)861-9026 website: www.chp-law.com
[e-mail]
September 29, 2014
Colorado Water Conservation Board
1313 Sherman Street, 6th Floor
Denver, CO 80203
Re: CWCB Loan CMS #71731
Borrower: Upper Platte &Beaver Canal Company
Ladies and Gentlemen:
This firm is counsel to the Upper Platte & Beaver Canal Company (the "Company"), a
Colorado mutual ditch company and non-profit corporation, which has entered into and
executed a Loan Contract (CMS #71731) with the Colorado Water Conservation Board (the
"Loan Contract"), and has served in such capacity in connection with the authorization,
execution, and delivery of the Loan Contract. Terms used herein that are defined in the Loan
Contract will have the meanings assigned to them therein.
We have examined, among other things, the current Articles of Incorporation of the
Company("Articles") and current Bylaws of the Company, the Loan Contract, and the
proceedings of the Board of Directors and of the Company's shareholders with respect to the
authorization, execution, and delivery of the Loan Contract, and have made such examination
of applicable Colorado and Federal Law, as we have deemed necessary in giving this opinion.
Based upon the foregoing, we are of the opinion that:
(a) The Loan Contract has been duly executed by the President and Secretary of
the Company, both of whom are duly elected and authorized to execute the Loan Contract and
to bind the Company thereby;
(b) The Resolution of the Shareholders attached as Appendix 3a to the Loan
Contract was duly adopted by the shareholders of the Company;
(c) There are no provisions of the Company's Articles of Incorporation or Bylaws,
or any state or local laws that prevent the Loan Contract from binding the Company.
(d) Subject to the effect of, and to restrictions and limitations imposed by, Creditor
Rights Limitations and/or other laws,judicial decisions, and principles of equity relating to
the enforcement of contractual obligations generally, the Loan Contract will be valid and