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<br /> <br />Shennan & Howard L.L.C. <br /> <br />ATTORNEYS & COUNSELORS AT LAW <br />633 SEVIlN11lENTH STREET, S\JITll3OOO <br />DENVER, COWRADOB0202 <br />TELEPHONE: 303 297-2900 <br />EU, 303 298.()!I40 <br />OFFICES IN: COWRADO SPRINGS <br />RENO. LAS VEGAS . PHOBNIX <br /> <br /> <br />April 16, 2002 <br /> <br />Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />Ladies and Gentlemen: <br /> <br />We have acted as bond counsel to the City ofIdaho Springs, Colorado acting by and <br />through its Water Activity Enterprise (the "City") in connection with the authorization, execution <br />and delivery by the City of an amendment (the "Loan Amendment") to Loan Contract C 1500 16 (the <br />"2000 Loan") between the City and the Colorado Water Conservation Board ("CWCB") and the <br />Note (as hereinafter defined). <br /> <br />In so acting we have examined the Constitution and laws ofthe State of Colorado and <br />various ordinances and resolutions of the City. We have also examined originals, or copies certified <br />or otherwise identified to our satisfaction, ofthe following: <br /> <br />(a) the Loan Amendment; <br /> <br />(b) the Amended Security Agreement (the "Amended Agreement") executed by <br />the City for CWCB as security for the Loan Amendment; <br /> <br />(c) the Promissory Note (the "Note") issued by the City to CWCB to evidence <br />the loan made pursuant to the Loan Amendment; <br /> <br />(d) proceedings of the governing body ofthe City relating to the approval of the <br />Loan Amendment, the Amended Agreement, and the Note (the Loan Amendment, the Amended <br />Agreement, and the Note are referred to herein collectively as the "Loan Documents"), and the <br />execution, issuance and delivery thereof on behalf of the City to CWCB; and <br /> <br />( e) proceedings of the City relating to the designation of its water and sewer <br />system as an enterprise for purposes of Article X, Section 20 of the Colorado Constitution. <br /> <br />We have also examined and relied upon originals, or copies certified or otherwise <br />authenticated to our satisfaction, of such other records, documents, certificates and other instruments, <br />