CT2018-833 BOL

• Contractor Name: Southeastern Colorado Water Conservancy District
• Contract Type: Loan
• Loan Projects - Doc Type: Contract Documents

Colorado Water Conservation Board
Southeastern Colorado Water Conservancy District
Acting By and Through its Water Activity Enterprise
August 1, 2017
Page 2
2. The Enterprise has pledged the Pledged Revenue for the punctual
payment of the principal of and interest on the Loan and all other amounts due under the Loan
Documents according to their respective terms, and the Loan Contract creates a valid lien on
such Pledged Property on a parity with the other Parity Obligations, if any. No filings or
recordings are required under the Colorado Uniform Commercial Code in order to create a
lien on the Pledged Revenue, and all actions have been taken as required by Section 11-57-
208, Colorado Revised Statutes.
3. The Loan Documents have been duly authorized, executed and
delivered by authorized officers of the Enterprise and, assuming in the case of the Loan
Contract and the Security Agreement, that the CWCB has all the requisite power and
authority to authorize, execute and deliver, and has duly authorized, executed and delivered
the Loan Contract and the Security Agreement, the Loan Documents constitute legal, valid
and binding obligations of the Enterprise enforceable in accordance with their respective
terms.
4. There are no provisions of the Colorado Constitution or any other state
or applicable and binding local law that prevent the Loan Documents from binding Enterprise;
the execution and delivery of the Loan Documents are not subject to the limitations of Article
X, Section 20 of the Colorado Constitution ("TABOR") because the Enterprise constitutes an
enterprise under TABOR as of the date hereof. The performance of the obligations of the
Enterprise under the Loan Documents is not subject to the limitations of TABOR as long as
the Enterprise continues to qualify as an enterprise under TABOR. The opinions expressed in
this opinion letter are subject to the following:
The obligations of the Enterprise pursuant to the Loan Documents are limited
by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting
creditors' rights generally, and by equitable principles, whether considered at law or in equity.
We are opining only upon those matters set forth herein, and we are not
passing upon any federal or state tax consequences arising from the receipt or accrual of
interest on or the ownership or disposition of the Loan Documents.
This opinion letter is issued as of the date hereof and we assume no obligation
to revise or supplement this opinion letter to reflect any facts or circumstances that may
hereafter come to our attention or changes in law that may hereafter occur.
In connection with the execution and delivery of the Loan Documents,we have
represented the Enterprise which is our sole client in this transaction. Delivery of this letter to