CT2015-142 AOL

• Contract/PO #: CT2015-142
• Contractor Name: Supply Irrigation Ditch Company
• Contract Type: Loan
• Loan Projects - Doc Type: Contract Documents

ROOSEVELT PLACE NEIL E.PILLER
SCHEY, PILLER, 636 COFFMAN STREET,SUITE 200 DONALD H.ALSPAUGH
PHILLIPS.WONG
ALSPAUGH & POST OFFICE BOX 267
LONGMONT,COLORADO 80502-0267 SARA LEWIS,Of Counsel
WONG, P.C. TELEPHONE[phone]
FAX[phone] JACOB S.SCHEY(1881-1963)
ATTORNEYS AT LAW www.spawlaw.com THEODORE D.SCHEY,JR.(1912-1996)
January 23, 2015
Colorado Water Conservation Board
Finance Section
Attn: Peg Mason
1313 Sherman Street, Room 721
Denver, CO 80203
Re: Supply Irrigating Ditch-Emergency Supply Ditch Rehabilitation Project
State CMS No. 74820
This firm represents the Supply Irrigating Ditch Company (the "Company"). The Company has
requested that I provide an opinion to the Colorado Water Conservation Board(CWCB)that upon
executing loan documents with the CWCB,the loan contract CMS 74820,for the Emergency Supply
Ditch Rehabilitation Project(the"Project")will be binding and enforceable against the Company.
In providing this opinion, I reviewed the Company's articles of incorporation, amendments to the
articles, by-laws and amendments to the by-laws, applicable statutes,the meeting of the Board of
Directors of the Company, the notice of special meeting of shareholders held on January 9, 2015,
the minutes of the annual meetings of shareholders and directors of the Company and the Resolution
passed by the shareholders on January 9, 2015.
Based on my review of the Company's documents, it is my opinion that:
1. A majority of the members of the Board of Directors of the Company authorized the
Company to borrow money for corporate purposes in the principal amount of$324,210.0 under the
terms of the Promissory Note evidencing such indebtedness under the loan contract. The Board also
approved a security agreement which pledges of all revenues derived from assessments on stock and
all of the Company's right to receive said assessment revenues to repay the loan and execute a deed
of trust encumbering an undivided one hundred per cent(100%)interests in the Diversion Structure,
Headgate Structure, including any easements,rights-of-way or other property or property interests
held and used in connection with the access and operation of such Structure.
2. The annual meeting of shareholders was legally noticed and held on January 9,2015. At that
meeting a quorum of shareholders of the Company were present or present by proxy.