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<br />. <br /> <br />. <br /> <br />PJ1l<l(j U6iii!i\J~sU60 JOlllM Op'dJOI'IO <br /> <br />TIMOTHY R. BUCHANAN, P.C. <br />ATTORNEYS ATLA W <br /> <br />WOZ (, 0 ~VW <br />03J\i303l:1 <br /> <br />14700 WEST 66'" PLACE, SUITE 6 <br />ARV ADA, COLORADO 80004 <br />Email: trbpc@uswest.net <br /> <br />TELEPHONE (303) 431-9141 <br />FACSIMILE (303) 423-7266 <br /> <br />TIMOTHY R. BUCHANAN <br />Direct Dial (303) 432-9414 <br /> <br />PETER D. MOHR <br /> <br />March 1, 2001 <br /> <br />Colorado Water Conservation Board <br />Department of Natural Resources <br />1313 Sherman Street, Room 721 <br />Denver, Colorado 80203 <br /> <br />Re: Amendment No 1 - Loan Contract C150043 <br /> <br />Dear Members of the Colorado Water Conservation Board: <br /> <br />Weare the attorneys for the Jackson Lake Reservoir and Irrigation Company ("Jackson Lake <br />Company") and we are writing to you in conjunction with an increase of Loan Contract C150043 <br />to a total amount of$389,700.00 from the Colorado Water Conservation Board to the Jackson Lake <br />Company. Pursuant to Paragraph 5 of Contract Amendment No.1 between the Colorado Water <br />Conservation Board and the Jackson Lake Company, we have the following opinions. <br /> <br />The Jackson Lake Company was formed by Articles of Incorporation filed with the Colorado <br />Secretary of State on January 21, 1983 as Reception No. 505748. The Jackson Lake Company was <br />incorporated under the Colorado Nonprofit Corporation Act that was in effect at that time. Pursuant <br />to the provisions of Section 7-137-101, C.R.S., the Jackson Lake Company now operates pursuant <br />to the Colorado Revised Nonprofit Corporation Act, Section 7-121-101, et seq., C,R.S. In addition, <br />the Jackson Lake Company operates pursuant to Section 7-42-101, et seq., which pertains to mutual <br />ditch companies. Mutual ditch companies are subject to different treatment than the principles <br />applicable to corporations in general. Jacobucci v, District Court, 189 Colo. 380, 541 P2d. 667 <br />(1975). The shareholders in the Jackson Lake Company have an ownership interest in the water <br />rights ofthe mutual ditch company and the facilities required for delivery ofthe water rights to the <br />property. Subject to the provisions of Colorado law, as described above, is it our opinion that there <br />are no provisions in the Articles of Incorporation or Bylaws of the Jackson Lake Company that <br />prevent the Loan Contract from binding the Jackson Lake Company. <br /> <br />We have also reviewed a Resolution of the stockholders of the Jackson Lake Company <br />adopted on February 12, 2001, concerning a loan in an amount up to $389,700.00 from the Colorado <br />Water Conservation Board, and authorizing the Board of Directors and officers to enter into a <br />