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<br />... <br /> <br />. <br /> <br />. <br /> <br />TIMOTHY R. BUCHANAN, P.C. <br />ATTORNEYSATLAW <br /> <br />14700 WEST 66" PLACE, SUITE 6 <br />ARV ADA, COLORADO 80004 <br />Email: trbpc@uswest.net <br /> <br />RECEIVED <br />AUG 2 1 2000 <br /> <br />TELEPHONE (303) 431-9141 <br />FACSIMILE (303) 423-7266 <br /> <br />CoIol8do Water Conservation Board <br /> <br />TIMOTHY R. BUCHANAN <br />Direct Dial (303) 432-9414 <br /> <br />PETER D. MOHR <br /> <br />August 18, 2000 <br /> <br />Colorado Water Conservation Board <br />Department of Natural Resources <br />1313 Sherman Street, Room 721 <br />Denver, Colorado 80203 <br /> <br />Re: Jackson Lake Reservoir and Irrigation Company <br /> <br />Dear Members of the Colorado Water Conservation Board: <br /> <br />Weare. the attorneys for the J acksonLake Reservoir and Irrigation Company ("Jackson Lake <br />Company") and we are writing to you in conjunction with a loan in the amount of$336,600.00 from <br />the Colorado Water Conservation Board to the Jackson Lake Company, Pursuant to paragraph 8 of <br />the Loan Contract between the Colorado Water Conservation Board and the Jackson Lake Company, <br />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 7-13 7-10 1, C.RS., the Jackson Lake Company now operates pursuant <br />to the Colorado Revised Nonprofit Corporation Act, Section 7-121-101, et seq., C.RS, 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 of the mutual ditch company and the facilities required for delivery of the 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 Incofporation 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, 2000, concerning a loan in an amount up to $336,600.00 from the Colorado <br />Water Conservation Board, and authorizing the Board of Directors and officers to enter into a <br />