CT2015-005 Attorney Oinion Letter

• Contract/PO #: CT2015-005
• Contract/PO #: C150350
• Contractor Name: Santa Maria Reservoir Company
• Contract Type: Grant/Loan Combo
• Loan Projects - Doc Type: Contract Documents

CARLSON,HAMMOND&PADDOCK,L.L.C.
ATTORNEYS AT LAW
1900 GRANT STREET,SUITE 1200 JOHN UNDEM CARLSON
MARY MEAD HAMMOND DENVER, COLORADO 80203 (1940-1992)
WILLIAM A. PADDOCK
LEE H. JOHNSON TELEPHONE[phone]
KARL D. OHLSEN e-mail: [e-mail]
MASON H. BROWN TELECOPIER(303)861-9026 website: www.chp-law.com
[e-mail]
June 25, 2013
Colorado Water Conservation Board
1313 Sherman Street, 6th Floor
Denver, CO 80203
Re: Loan Contract No. C150350
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 Loan Contract No.
C150350 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 Loan Contract.
Terms used herein that are defined in the Loan Contract 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 Loan Contract, 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 Loan Contract has been duly executed by the President and Secretary of the
Company, both of whom are duly elected and authorized to execute the Loan Contract and to
bind the Company thereby;
(b) The Resolution of the Board of Directors attached as Appendix 3b to the Loan
Contract authorizing the execution and delivery of the Loan Contract was duly adopted by the
Board of Directors of the Company, and the Resolution of the Shareholders attached as
Appendix 3a to the Loan Contract was duly adopted by the shareholders of the Company;
(c) There are no provisions of the Company's Articles of Incorporation or Bylaws, or
any state or local laws that prevent the Loan Contract from binding the Company.
(d) Subject to the effect of, and to restrictions and limitations imposed by, Creditor
Rights Limitations and/or other laws,judicial decisions, and principles of equity relating to the
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