C150365 Attorney Opinion Letter

• Contract/PO #: CT2015-006
• Contract/PO #: C150365
• Contractor Name: Santa maria Reservoir Company
• Contract Type: Loan
• Loan Projects - Doc Type: Contract Documents

CARLSON,HAMMOND&PADDOCK,L.L.C.
ATTORNEYS AT LAW
1900 GRANT STREET, SUITE 1200
WILLIAM A. PADDOCK DENVER, COLORADO 80203 JOHN UNDEM CARLSON
LEE H. JOHNSON (1940-1992)
KARL D. OHLSEN TELEPHONE[phone]
MASON H. BROWN TELECOPIER [phone] OF COUNSEL
JOHANNA HAMBURGER WWW.CHP-LAW.COM MARY MEAD HAMMOND
[e-mail]
May 15, 2015
Colorado Water Conservation Board
1313 Sherman Street, 6th Floor
Denver, CO 80203
Re: Contract Amendment No. CT2015-006
Borrower: Santa Maria Reservoir Company
Ladies and Gentlemen:
This firm is counsel to the Santa Maria Reservoir Company (the "Company"), a
mutual reservoir company organized pursuant to the Ditch and Reservoir Company Act,
C.R.S. §§ 7-42-101 et seq. ("Ditch Company Act"), which has entered into and executed
Contract Amendment No. CT2015-006 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 Contract Amendment. Terms used herein that are defined
in the Contract Amendment will have the meanings assigned to them therein.
We have examined, among other things, the Ditch Company Act, the Amended
Articles of Incorporation of the Company ("Amended 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 Contract Amendment, 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 Contract Amendment has been duly executed by the President and
Secretary of the Company, both of whom are duly elected and authorized to execute the
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Loan Contract and to bind the Company thereby;
(b) The Resolution of the Board of Directors attached as Appendix D to the
Contract Amendment authorizing the execution and delivery of the Loan Contract was
duly adopted in writing by the Board of Directors on May 11, 2015;