CT2016-039 - AOL

• Contractor Name: Big Elk Meadows Association
• Contract Type: Loan
• Loan Projects - Doc Type: Contract Documents

5. The corporate resolutions of both the board of directors and the membership of
the Borrower approving the Loan Amendment and authorizing the officers and
board of directors for the Borrower to execute the Loan Amendment.
Based upon the foregoing, we are of the opinion that:
A. The Loan Amendment has been duly signed and executed by the officers of the
Borrower who were duly elected or appointed to their positions. These officers
are authorized to execute the document and to bind the Borrower in this
transaction.
B. The resolutions of the Borrower authorizing the execution and delivery of the
Loan Amendment were, duly adopted by the Borrower's board of directors and
members.
C. There are no provisions in the Borrower's records, articles of incorporation,
bylaws, or any state or local law that prevent the Loan Amendment from binding
the Borrower.
D. The Loan Amendment is valid and binding against the Borrower.
For the purposes of this Opinion Letter, we have assumed the following:
1. The genuineness of all signatures. the authenticity of all documents presented to us
as originals, the conformity of original documents of all documents presented to us
as copies thereof, and the authenticity of the original documents from which any
such copies were made, which assumptions we have not independently verified, but
we have no knowledge of any fact which would render any such assumption
incorrect.
2. The due and proper recording and filing, in conformity with this opinion, of all
documents which will require recording and/or filing in order to publish notice of
the rights of the respective parties as provided in the Loan Amendment.
3. All relevant statutes, rules and regulations are constitutional and valid.
4. CWCB is bound by the Loan Amendment.
Notwithstanding any other provision of this letter, the opinions hereinabove expressed arc
subject to the following qualifications and limitations:
1. We are not qualified to practice law in any jurisdiction other than the States of
Colorado and Wyoming. We have not made independent inquiry into the laws of
any other jurisdiction other than the State of Colorado and the United States of
America. We express no opinion and do not purport to opine with respect to any