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Colorado Water Conservation Board <br /> September 18, 2014 <br /> Page 2 <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 <br /> and others furnished to us without undertaking to verify the same by independent <br /> 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 <br /> of the principal of and interest on the Loans and all other amounts due under the Loan <br /> Documents according to their respective terms, and the Loan Contracts create a valid lien on <br /> such Pledged Property. No filings or recordings are required under the Colorado Uniform <br /> Commercial Code in order to create a lien on the Pledged Revenue, and all actions have been <br /> taken as required by Section 11-57-208, Colorado Revised Statutes. <br /> 3. The Loan Documents have been duly authorized, executed and <br /> delivered by authorized officers of the District; and, assuming in the case of the Loan <br /> Contracts and the Security Agreements, that the CWCB has all the requisite power and <br /> authority to authorize, execute and deliver, and has duly authorized, executed and delivered <br /> the Loan Contracts and the Security Agreements, the Loan Documents constitute legal, valid <br /> and binding obligations of the District enforceable in accordance with their respective terms. <br /> 4. The execution and delivery of the Loan Documents are not subject to <br /> the limitations of Article X, Section 20 of the Colorado Constitution ("TABOR") because the <br /> District constitutes an enterprise under TABOR as of the date hereof. The performance of the <br /> obligations of the District under the Loan Documents is not subject to the limitations of <br /> TABOR as long as the District continues to qualify as an enterprise under TABOR. If the <br /> District ceases to qualify as an enterprise under TABOR, the Loan Documents will continue <br /> to constitute legal, valid and binding obligations of the District enforceable in accordance <br /> with their respective terms subject to the revenue and spending limitations of TABOR; <br /> provided, however, that if the District at any time ceases to qualify as an enterprise under <br /> TABOR, (a) the District may impose any increased fees, rates and charges of the System <br /> without voter approval; (b) all revenues of the District used to pay Loan Payments are to be <br /> included in the District fiscal year spending limit under Section 7(d) of TABOR, except that <br /> creation of bonded debt increases fiscal year spending by the amount of debt service so <br /> funded and debt service changes and reductions are exceptions to, and not part of,the District <br /> revenue and spending base and limits; and (c) if the District is required to reduce spending in <br /> order to comply with its fiscal year spending limit under Section 7(b) of TABOR, the District <br />