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HPHoffmann <br /> Parker <br /> WCWilson � <br /> Carberry I P.C. <br /> Corey Y.Hoffmann Denver Office Kathryn M.Sellars <br /> Kendra L.Carberry 511 16th Street,Suite 610 M.Keith Martin <br /> Jefferson H.Parker Denver,CO 80202-4260 Andrew J.Gomez <br /> M.Patrick Wilson (303)825-6444 Daniel P.Harvey <br /> Of Counsel Vail Office <br /> J.Matthew Mire P.O.Box 2616 <br /> Hilary M.Graham Vail,CO 81658 <br /> (970)390-4941 <br /> August 14, 2017 <br /> Ms. Peg Mason <br /> Contracts Manager <br /> Colorado Water Conservation Board <br /> Department of Natural Resources <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> Re: CWCB Loan Contract No. CT2018-1335 for Ditch Systems Improvements <br /> Dear Ms. Mason: <br /> This firm serves as general counsel to the Church Ditch Water Authority(the "Authority")and has <br /> been duly appointed as such most recently on May 8, 2017, by the Authority's adoption of <br /> Resolution No. 5-2017. It is in this capacity that this firm has been asked to review CWCB Loan <br /> Contract No. CT2018-1335 for Ditch System Improvements (the "Contract"). After completing <br /> such review, I am prepared to offer my opinion on the following matters. <br /> - The Authority is a properly formed water authority, a body corporate and politic, a separate <br /> governmental entity, a political subdivision and a public corporation of the State of Colorado, <br /> pursuant to Section 18(2)(a) and (2)(b) of Article XIV, Constitution of the State of Colorado, <br /> and pursuant to C.R.S. § 29-1-204.2, as amended, by Intergovernmental Agreement and <br /> Establishing Contract entered into by and between the City of Westminster, a Colorado <br /> municipal corporation and the City of Northglenn, a Colorado municipal corporation, on <br /> October 29, 2004. <br /> - As of the date of this letter and following the Authority's adoption of Resolution No. 7-2017, <br /> the Contract has been duly executed by the Authority. Specifically, the Contract was signed <br /> today by the President of the Board of Directors who is explicitly authorized to act in such <br /> 8/14/2017 <br /> Q:I USERSICDICORRICWCB-L081417.DOCX <br />