PROJ00063

• Contract/PO #: C153533
• Contractor Name: Santa Maria Reservoir Company
• Contract Type: Loan
• Water District: 0
• County: Hinsdale
• Bill Number: SB 88-30
• Loan Projects - Doc Type: Contract Documents

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III!CEIVED

..JOHN UNDEM CARLSON
MARY MEAD HAMMOND
WILLIAM A. PADDOCK
PAULA C. PHILLIPS
MONTGOMERY WRAY WITTEN
TOO ..J. SMITH
MELANIE KOPPERUD BACKES

1700 LINCOLN STREET, SUITE 3900
DENVER, COLORADO 80203

DEe 1 6 '88
001 Q/\'I\OO WATER
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TELEPHONE (~1-9000
TELECOPIER [phone]

CARLSON, HAMMOND & PADDOCK
ATTORN EYS AT LAW

December 16, 1988

Mr. Nick Ioannides
Colorado Water Conservation Board
1313 Sherman Street, 7th Floor
Denver, Colorado 80203

Re: Santa Maria Reservoir Company Project Contract

Dear Mr. Ioannides:

You have requested our opinion, as counsel to the Santa Maria
Reservoir Company, regarding certain matters affecting the Contract
between the Santa Maria Reservoir company (hereafter the "Company")
and the State of Colorado, acting through the Colorado Water
Conservation Board (hereafter "CWCB" or "State of Colorado"). Four
copies of that con~ract, duly executed by appropriate officers of
the Company have been furnished to you. At this point, those
contracts have been executed by Mr. Walker on behalf of CWCB, but
requisite signatures from other state officials remain to be
obtained.

In connection with the rendering of this opinion, we have
reviewed the articles of incorporation and the bylaws of the
Company; the minutes of the annual meeting of the Company for
December 1, 1987; and we have attended the meeting of the Board of
Directors of the Company on December 8, 1988, at which the Board
authorized and directed its President and Assistant Secretary to
execute the contract. We have also generally reviewed the minutes
of the Board of Directors for other Company meetings since December
1, 1987. Further, we have reviewed the Contract, with its attach-
ments, which is the subject of this letter.

Based on the above-referenced review and documents, we are of
the opinion that the signature of Mr. Richard Messick, President
of the Company, and of L. Ruth Clark, Assistant Secretary, are
those of officials duly elected and appointed, respectively, of the
Company.

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We are further of the opinion 'that the said persons have the
authority to bind the Company, and that the contract has been
validly approved by the Company's Board of Directors, pursuant to
the prior authorization given by the stockholders of the Company
on December 1, 1987. A certified copy of the minutes of the annual
meeting of December 1, 1987 of the stockholders is attached as
Exhibit A. Minutes from the Board of Directors meeting which was