CT2015-176 Attorney Opinion Letter

• Contract/PO #: CT2015-176
• Contractor Name: Plum Valley Heights Subdistrict
• Contract Type: Loan
• County: Douglas
• County: Jefferson
• Loan Projects - Doc Type: Contract Documents

Plum Valley Heights Subdistrict of the
Roxborough Water and Sanitation District,
The Department of Natural Resources, Colorado Water Conservation Board
Re: Loan and Promissory Note
August 19, 2015
Page 2
As counsel to the Subdistrict, we have reviewed and are familiar with such
documents, as we have deemed necessary for the purpose of rendering this opinion,
including without limitation,the following:
(a) such resolutions, instruments, decrees and other documents relating to the
establishment and operation of the Subdistrict as we have deemed necessary in connection
herewith;
(b) the proceedings of the Board of Directors of the Subdistrict relating to the
approval of the Loan Contract and the execution, issuance and delivery thereof on behalf of
the Subdistrict, and the authorization of the undertaking and completion of the Project (as
defined in the Loan Contract), including that certain Resolution No. 15-08-11, adopted by
the Board of Directors of the Subdistrict at a duly held meeting of the Board on August
19, 2015, authorizing the execution and delivery of the Loan Contract and the Note by
the Subdistrict; and
(c) the Loan Contract, executed by the Subdistrict as of August 19, 2015, and, in
connection therewith, the issuance of a Promissory Note to CWCB (the "Note"), executed
by the Subdistrict as of August 19, 2015; and
(d) the Ballot Question and all proceedings related to the Election.
Based upon the foregoing,we are of the opinion that:
1. The Loan Contract and the Note have been duly executed by officers of
the Subdistrict who are duly elected as directors of the Roxborough Water and
Sanitation District, and as such serve as the Board of Directors of the Subdistrict
pursuant to Section 32-1-1101(1)(f)(III); and, are authorized by the Board to
execute the Loan Contract and the Note, and to bind the Subdistrict in accordance
with the respective terms of the Loan Contract and the Note.
2. Resolution No. 15-08-11 of the Subdistrict's Board of Directors
authorizing the execution and delivery of the Loan Contract and the Note on behalf
of the Subdistrict was duly and lawfully adopted on August 19, 2015, at a meeting
duly called and held in accordance with applicable Colorado law, and at which a
quorum was present and acting throughout.
3. The Subdistrict has full legal right and authority to execute the Loan
Contract and Note, and to observe and perform its duties, covenants, obligations,
and agreements thereunder. There are no provisions in the Colorado Constitution