CT2017-916 Attorny Opinion Letter

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SHERMAN6 HOWARD 633 Seventeenth Street,Suite 3000,Denver,CO 80202-3622 Telephone: 303.297.2900 Fax: 303.298.0940 www.shermanhoward.com July 18, 2016 Colorado Water Conservation Board 1313 Sherman Street, Room 721 Denver, CO 80203 City of Grand Junction, Colorado Loan Contract dated July 18,2016,with the Colorado Water Conservation Board Ladies and Gentlemen: We have acted as bond counsel to the City of Grand Junction, Colorado (the "City"), in connection with its authorization, execution and delivery of a Loan Contract (the "Loan Contract") dated July 18, 2016, by and between the City and the Colorado ater Conservation Board (the "CWCB"). In such capacity, we have examined the City's cert fled proceedings and such other documents and such law of the State of Colorado and of the U ited States of America as we have deemed necessary to render this opinion letter. Capitalized t rms not otherwise defined herein shall have the meanings ascribed to them by the Loan Contract. Regarding questions of fact material to our opinions, we have relied upo the City's certified proceedings and other representations and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based upon such examination, it is our opinion as bond counsel that: 1. The Loan Contract was approved by Ordinance No. 4707 (the "Ordinance") duly adopted by the City Council of the City on June 15, 2016. 2. The Loan Contract has been duly authorized, executed and delivere s by authorized officers of the City and, assuming that the CWCB has the requisite power and authority to authorize, execute and deliver the Loan Contract, and has authorized, executed and delivered the Loan Contract, the Loan Contract constitutes the legal, valid, and bin.ing obligation of the City enforceable in accordance with its terms.