C150065 Contract

• Contract/PO #: C150065
• Contractor Name: Tunnel Water Company, The
• Contract Type: Loan
• Water District: 3
• County: Larimer
• Bill Number: SB 01-157
• Loan Projects - Doc Type: Contract Documents

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WARD H. FISCHER (1929-1998)
WILLIAM H. BROWN

. .
FISCHER, BROWN & GUNN, P.c.

ATTORNEYS AT LAW

MAILING ADDRESS
POST OFFICE BOX a
FORT COLLINS, CO 80522

WILLIAM C. GUNN
WILLIAM R. FISCHER
MARGARET A. (MEG) BROWN
DANIEL K. BROWN

EIGHTH FLOOR . FIRST TOWER

215 WEST OAK STREET

TELEPHONE
9701407-9000

FORT COLLINS. COLORADO 80521

FAX
9701407.1055

E-mail: IbgOfrli.com

MARGARET A. ALTHOFF

July 24, 200 I

Colorado Water Conservation Board
Department of Natural Resources
1313 Sherman Street, Room 721
Denver, CO 80203

Re: Your Loan Contract CI50065 - The Laramie-Poudre Tunnel

Ladies and Gentlemen:

We are the attorneys for the Tunnel Water Company ("Company").

In connection with the above-referenced Loan Contract (being a loan with the
Department of Natural Resources, Colorado Water Conservation Board ("State") to The
Tunnel Water Company in the amount of $2,080,000.00 for the rehabilitation of a portion
of the Laramie-Poudre Tunnel), we have been requested to provide an opinion letter as to
various points.

It is our opinion:

I. That the signatures of the persons signing for the Company are the duly
elected or appointed President and Secretary, respectively, and have the authority to sign
the Loan Contract on behalf of the Company and to so bind the Company. We base this
opinion on: the certification of the Secretary of the Company dated December 14,2000
(copy enclosed - the original was submitted to you with the loan documents in
connection with your loan contract CI50052); the attached resolutions of the Board of
Directors ofthe Company and accompanying certification dated July 11,2001; the
attached resolutions of the shareholders of the Company and accompanying certification
dated July 11,2001; the attached certified excerpt of minutes (which include resolutions)
of the Board of Directors of The Water Supply and Storage Company dated July II,
2001; and the attached certified excerpt of minutes (which include resolutions) of the
Board of Directors of the Windsor Reservoir and Canal Company, dated July 6, 2001; a
certificate of good standing issued by the Secretary of the State, dated June 6, 200 I,
which was received by our office (enclosed).