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, <br /> Law Office of Tod J. Smith, LLC <br /> 2919 VALMONT ROAD,SUITE 205 <br /> BOULDER, COLORADO 80301 <br /> Tod J.Smith Telephone: (303)444-4203 <br /> E-mail: tod@tjs-law.com <br /> Ms. Peg Mason <br /> Contracts Manager <br /> Colorado Water Conservation Board <br /> Water Supply Planning and Finance Section <br /> 1580 Logan Street, Suite 750 <br /> Denver, Colorado 80203 <br /> Re: San Luis Valley Water Conservancy District <br /> Loan Contract No. C150348 <br /> Dear Ms. Mason: <br /> This Attorney Opinion Letter is provided in compliance with paragraph 7 of the proposed <br /> Loan Contract No. C 150348 (the"Contract"),between the Colorado Water Conservation Board <br /> (the"CWCB") and the San Luis Valley Water Conservancy District, acting by and through its <br /> Water Activity Enterprise(the"Borrower"). The Law Office of Tod J. Smith, LLC serves as <br /> general legal counsel to the District. To the best of my knowledge, the Borrower does not <br /> employ a"bond counsel" as referenced in paragraph 7. <br /> In response to the information requested in paragraph 7, it is my opinion that: <br /> 1. In accordance with Section 8, paragraph g of the Borrower's By-Laws, adopted <br /> pursuant to Resolution No. 2007-03, May 17, 2007, the President is authorized to and has <br /> executed the Contract which binds the Borrower. <br /> 2. Resolution dated February 19, 2015, duly adopted by the Borrower's Board of <br /> Directors and executed by the President, authorized the District, through its Water Activity <br /> Enterprise, to apply for and obtain the loan provided for in the Contract. Section 8,paragraph g <br /> of the Borrower's By-Laws authorizes the President to execute the Contract. <br /> 3. There are no provisions in the Colorado Constitution or any other state or local <br /> law that prevents the Contract from binding the Borrower. <br />