CT2018-2829 AOL

• Contract/PO #: CT2018-2829
• Contractor Name: Lupton Bottom Ditch Company
• Contract Type: Loan
• Loan Projects - Doc Type: Contract Documents

LAW OFFICES OF t RACE STEELE, PsCe
25 South 4'h Avenue
Brighton,Colorado 80601-2029
Telephone: [phone]
Fax: [phone]
February 5, 2018
To Whom It May Concern:
I have had the honor and privilege of serving as general counsel to the Board of the
Lupton Bottom Ditch Company ("Lupton Bottom") for a number of years. In my capacity as
general counsel I have been asked to provide a letter stating my opinion with regard to Colorado
Water Conservation Board ("CWCB") Contract number CT:2018-2829.
In forming my opinion as set forth below, I reviewed the CWCB Loan documents and the
Bylaws of Lupton Bottom. In addition, I attended the Lupton Bottom Annual Meeting where the
Shareholder's resolved to borrow up to Six Hundred Six Thousand dollars and zero cents
($606,000.00) from the CWCB to repair the Company's river headgate structure and to repay
said loan through assessments.
It is my opinion that the above-referenced Contract has been duly executed by the
appropriate Lupton Bottom Directors/Officers. The resolution authorizing the Board to execute
and deliver the Contract to CWCB was duly adopted by the Shareholders of Lupton Bottom at a
meeting called for that purpose among other things. There are no provisions in the Bylaws I
reviewed nor the Articles of Incorporation which would prevent this Contract from binding
Lupton Bottom. I am unaware of any State or local law that would prevent the Contract from
binding Lupton Bottom. It is my opinion that the referenced Contract will be valid and binding
against Borrower when fully executed.
Please feel free to contact me with any additional questions or concerns.
Very truly yours,
Brie= teele
BS/jlk
C 1UsersUody\Documents\Ditches\Lupton Bottom&Meadow\CWCB Opinion Letter docs