CT2015-017 Amend 1 Attorney Opinion Letter

• Contract/PO #: CT2015-017
• Contract/PO #: C150344
• Contractor Name: Bergen Ditch and Reservoir Company
• Contract Type: Loan
• County: Jefferson
• Loan Projects - Doc Type: Contract Documents

JULIA. 0. ROBINSON, P. C.
JULIs 0.ROBINSON ATTORNEYS AND COUNSELORS AT LAW
Jnlra©)olpc.com 75 MANHATTAN DRIVE
JENNIFER R.BAILEY OF COUNSEL SUITE 201 TELEPHONE:[phone]
jennifeAjorpccom BOULDER, COLORADO 80303 TELEFAX: [phone]
February 23, 2016
Colorado Water Conservation Board
Construction Fund Section
Peg Mason, Contracts Manager
1313 Sherman Street, Room 718
Denver, Colorado 80203
Re: The Bergen Ditch and Reservoir Company
Colorado Water Conservation Board Loan Contract Amendment#CT2015-017
(C 1 50344)
Dear Ms. Mason:
This firm is counsel to The Bergen Ditch and Reservoir Company, a Colorado mutual
ditch company("Bergen"). I am providing this letter as the attorney for Bergen to meet the
requirements of paragraph 6)b) VI of the above-referenced Amendment to Colorado Water
Conservation Board ("CWCB")loan contract#CT2015-017 (C150344). Based upon my review
of Bergen's records, articles of organization, by-laws, and applicable statutes, it is my opinion
that:
A. The Amendment to Contract #CT2015-017 (C150344) has been duly signed and
executed by officers of Bergen who are duly elected to their positions.These officers are authorized
to execute the Amendment to Contract#CT2015-017(C 150344)and to bind Bergen in this amended
transaction.
B. The resolution of Bergen authorizing the execution and delivery of the Amendment
to Contract#CT2015-017(C 150344)was duly adopted by Bergen's Board of Directors on February
23, 2016.
C. The Resolution of Shareholders dated March 11, 2013 specifically authorized the
Board of Directors"to enter into and comply with the terms of a contract with the Colorado Water
Conservation Board for a loan in the amount of$2,020,000.00,or such actual amount,more or less,
as needed to finance the project costs,including the CWCB loan origination fee of 1%"(emphasis
supplied). No further shareholder action is required by the by-laws.
D. There are no provisions in Bergen's records,articles of incorporation,by-laws,or any
state or local law that prevent this Amendment to Contract#CT2015-017(C 150344) from binding
Bergen.