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<br />'C <br /> <br />Law Office Of <br />Richard L. Miller <br /> <br />" <br />I <br /> <br />'\ <br />J <br /> <br />1 Union Square <br />143 Union Blvd., Suite 270 <br />Lakewood, Colorado 80228 <br />Telephone (303) 988-2841 <br />Telefax (303) 988-0445 <br /> <br />August 8, 1997 <br /> <br />Janis lllian <br />Colorado Water Conservation Board <br />Department of Natural Resources <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />Re: Loan Contract C 153773 <br />Attorney Opinion <br /> <br />Dear Ms. Dlian: <br /> <br />I am the duly appointed Town Attorney for the Town of Morrison Colorado. Paragraph A8 of <br />the referenced contract (the "Contract") between the Town of Morrison as Borrower and the <br />Department of Natural Resources, Colorado Water Conservation Board (the "State") requires <br />that I provide my opinion regarding certain matters. <br /> <br />The opinions hereafter expressed are qualified to the extent that the validity or enforceability of <br />any of the agreements, documents or obligations referred to herein may be subject to or affected <br />by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or <br />affecting the rights of creditors generally, or by statutory or decisional law concerning recourse by <br />creditors to security in the absence of notice and hearing. We do not express any opinion herein <br />as to the availability of any equitable or other specific remedy upon breach of any of the <br />agreements, documents or obligations referred to herein. <br /> <br />Based upon the knowledge and information available to me as Town Attorney and subject to the <br />foregoing. I am of the opinion that: . <br /> <br />a. The Contract has been duly executed by the Mayor of the Town, a duly elected official, <br />and attested by the Town Clerk, a duly app ointed official; <br /> <br />b. The foregoing officials are authorized to execute the Contract and so to bind the <br />Borrower; <br /> <br />c. The ordinance of the Borrower authorizing the execution and delivery of the Contract <br />was duly adopted by the Board ofTrnstees of the Borrower, its governing body; <br />