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CARLSON,HAMMOND&PADDOCK,L.L.C. <br /> ATTORNEYS AT LAW <br /> 1900 GRANT STREET, SUITE 1200 <br /> WILLIAM A. PADDOCK DENVER, COLORADO 80203 JOHN UNDEM CARLSON <br /> LEE H. JOHNSON (1940-1992) <br /> KARL D. OHLSEN TELEPHONE(303)861-9000 <br /> MASON H. BROWN TELECOPIER(303) 861-9026 RETIRED <br /> JOHANNA HAMBURGER WWW.CHP-LAW.COM MARY MEAD HAMMOND <br /> bpaddock@chp-law.com <br /> December 14, 2017 <br /> Via U.S.Mail <br /> Colorado Water Conservation Board <br /> Finance Section, Attn: Contracts Manager, Peg Mason <br /> 1313 Sherman Street, Room 718 <br /> Denver, CO 80203 <br /> Re: The Centenial Irrigating Ditch Company Loan Contract No. CT:2018-1999; <br /> CMS:104959 <br /> To whom it may concern: <br /> This firm is counsel to the Centenial Irrigating Ditch Company (the "Company"), a <br /> mutual ditch company organized pursuant to the Ditch Company Act, §§274-277, Genearl <br /> Laws of Colorado (1877), and now codified in C.R.S. §7-42-101, et. seq. The Company has <br /> entered into and executed Contract No. CT2018-1999 and CMS:104959 with the Colorado <br /> Water Conservation Board (the "Loan Contract'). This firm has served as counsel to the <br /> Company in connection with the authorization, execution, and delivery of the Loan Contract. <br /> Terms used herein that are defined in the Loan Contract will have the meanings assigned to <br /> them in the Loan Contract. <br /> We have examined, among other things, the Articles of Incorporation of the Company <br /> as adopted on March 10, 1883, and the certificate of renewal issued by the Secretary dated <br /> December 21, 1943, making the corporate existence perpetual ("Articles"); the current <br /> bylaws of the Company; the Loan Contract; the Company records of the annual meetings of <br /> the shareholders held November 16, 2017, and the Company records of the meeting of the <br /> new elected Board of Directors, also held on November 16, 2017, with respect to the <br /> authorization, execution, and delivery of the Loan Contract, and have made such examination <br /> of applicable Colorado and Federal Law, as we deemed necessary in giving this opinion. <br /> Based upon the information reviewed and the actions taken by the shareholders of the <br /> Company at the November 16, 2017, annual meeting of the shareholders, and the actions <br /> taken by the Board of Directors at the meeting of the newly elected Board of Directors, held <br /> on November 16, 2017, we are of the opinion that: <br />