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Colorado Water Conservation Board <br /> Parker Water and Sanitation District <br /> September 25, 2014 <br /> Page 2 <br /> In our capacity as bond counsel, we have examined the District's certified <br /> proceedings and such other documents and such law of the State of Colorado and of the United <br /> States of America as we have deemed necessary to render this opinion letter. Capitalized terms <br /> not otherwise defined herein shall have the meanings ascribed to them by the Loan Documents. <br /> Regarding questions of fact material to our opinions, we have relied upon the <br /> District's certified proceedings and other representations and certifications of public officials and <br /> others furnished to us without undertaking to verify the same by independent investigation. <br /> Based upon such examination, it is our opinion as bond counsel that: <br /> 1. The District has full legal right and authority to execute the Loan <br /> Documents and to observe and perform its duties, covenants, obligations and agreements <br /> thereunder. <br /> 2. The District has pledged the Pledged Revenue for the punctual payment of <br /> the principal of and interest on the Loans and all other amounts due under the Loan Documents <br /> according to their respective terms, and the Loan Contracts create a valid lien on such Pledged <br /> Property on a parity with the District's Parity Obligations. No filings or recordings are required <br /> under the Colorado Uniform Commercial Code in order to create a lien on the Pledged Revenue, <br /> and all actions have been taken as required by Section 11-57-208, Colorado Revised Statutes. <br /> 3. The Loan Documents have been duly authorized, executed and delivered <br /> by authorized officers of the District; and, assuming in the case of the Loan Contracts and the <br /> Security Agreements, that the CWCB has all the requisite power and authority to authorize, <br /> execute and deliver, and has duly authorized, executed and delivered the Loan Contracts and the <br /> Security Agreements, the Loan Documents constitute legal, valid and binding obligations of the <br /> District enforceable in accordance with their respective terms. <br /> 4. The execution and delivery of the Loan Documents are not subject to the <br /> limitations of Article X, Section 20 of the Colorado Constitution ("TABOR") because the District <br /> constitutes an enterprise under TABOR as of the date hereof. The performance of the obligations <br /> of the District under the Loan Documents is not subject to the limitations of TABOR as long as <br /> the District continues to qualify as an enterprise under TABOR. If the District ceases to qualify as <br /> an enterprise under TABOR, the Loan Documents will continue to constitute legal, valid and <br /> binding obligations of the District enforceable in accordance with their respective terms subject to <br /> the revenue and spending limitations of TABOR; provided, however, that if the District at any <br /> time ceases to qualify as an enterprise under TABOR, (a) the District may impose any increased <br /> fees, rates and charges of the System without voter approval; (b) all revenues of the District used <br /> to pay Loan Payments are to be included in the District fiscal year spending limit under Section <br />