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� U � MOSES, WITTEMYER, HARF2ISON AND WOODRUFF, P. C. LAW OFFICES 1002 WALNUT STREET� SUITE 300 DAVIO L. NARRISON BOULDER, COLORADO 60302 RAPHAELJ. MOSES CHARLES N. WOODRUFF JOXN WITTEMYER R06ERT E. L. BEEBE TELEPMONE: (3031 443-8)62 COUNSEL DAVID M. BROWN TELECOPIER: (3031443-8)96 JAMES R.MONTGOMERY MUNTLEY STONE ADORE55 CORRESPONOfNCETO: SPECIqLCOUNSEL VERONICA A.SPERLING STEVEN P. JEFFERS G. O. BOX 1440 GILBERT Y. MARCHANO� JR. BOULDER, CO 80306-1440 PAULF.HOLLEMAN October 21, 1993 Daries C. Lile, P.E., Director Colorado water Conservation BoaYd 1313 Sherman Street, Suite 721 Denver, CO 80203 Re: Coneios Water Conservancy District Reoayment Contract Dear Chuck: As requested by Lynn Obernyer, I am providing this opinion letter, as attorney for Conejo� Water Conservancy District (the "District"), to complete the process for the Platoro Reservoir Project Contract (the "Contract"). In preparing this letter, i have reviewed the Orders of the District Court establishing the Conejos Water Conservancy DistriCt and appointing Felix F. Gallegos as a director of the District, the minutes of the meeting of the District's Board of Directors at which Mr. Gallegos was elected President of the Board, the resolution of the District dated July 7, 1993 creating Platoro Reservoir Enterprise (the "Enterprise") and naming the Board of Directors of the District as its Board of Directors, the minutes of the meeting at which that resolution was approved, the resolution of the District and the Enterprise dated August 4, 1993 approving of the terms of the Contract, and the minutes of the meeting approving that resolution, all of which form the basis for my opinions. Copies of these documents are enclosed for your consideration. Based upon these documents and applicable statutory and constitutional provisions, I hereby render the following opinions: 1. The Contract has been signed by Felix F. Gallegos, President and attested to by Leland R. Holman, Secretary, duly appointed officials of the District and the Enterprise. 2. Mr. Gallegos was elected President of the Board of Directors of the District on June 25, 1991 and President of the Enterprise on July 7, 1993. Mr. Gallegos was duly reappointed to the District's Board of Directors by court order entered August 19, 1993. He has the authority to bind the District and the Enterprise to the terms of this Contract by signing the same in his official capacity.