PROJC01666

• Contract/PO #: C153738
• Contractor Name: Georgetown, Town of
• Contract Type: Loan
• Water District: 6
• County: Clear Creek
• Bill Number: SB 96-153
• Loan Projects - Doc Type: Contract Documents

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ALPERSTEIN & COVELL, P.c.

ATTORNEYS AT LAW

DON ALD W. ALPERSTEIN
CYNTHIA F. COVELL
EDWARD M. CASWALL

2350 COWRADO STATE BANK BUILDING
1600 BROADWAY, DENVER, COWRADO 80202-4923

TELEPHONE
[phone]
FAX
[phone]

SCOTT A. CLARK

December 9, 1998

Colorado Department of Natural Resources
Colorado Water Conservation Board
Attn: Jan Illian, Contract Administrator
1313 Sherman Street, Room 721
Denver, CO 80203

RE: Town of Georgetown Water and Sewer Activity Enterprise-CWCB Loan Contract,
Contract Encumbrance No. C153738

Dear Ms. Illian:

I am an attorney admitted to the practice of law in the State of Colorado and I have acted as
counsel to the Town of Georgetown and the Georgetown Water and Sewer Activity Enterprise
(together "Town") with regard to the Loan Contract between the Town and the Colorado Department
of Natural Resources, Colorado Water Conservation Board (together "State"), Contract
Encumbrance Number C 153738, and with regard to the authorization, execution and delivery by the
Town of the loan documents. In so acting I have examined the Constitution and the laws of the State
of Colorado, and the charter, ordinances and regulations ofthe Town. I have also examined originals
or photocopies, identified to my satisfaction, of the following:

(a) LoanContract,dated .Dp(I(JIYlt~( 10 Iqq!3 ,byandbetweentheTownand
State, inclusive of the Promissory Note, Security Agreements, Deed of Trust and Stock Assignment;

(b) The proceedings of the governing members of the Town relating to the approval of
the Loan Contract and the execution, issuance and delivery thereof on behalf of the Town, and the
authorization of the undertaking and completion of the Project (as defined in the Loan Contract).

I have also examined and relied upon originals, or copies certified or otherwise authenticated
to my satisfaction, of such other records, documents, certificates and other instruments, and made
such investigation of law as in my judgment I deemed necessary or appropriate to enable me to
render the opinions expressed below. As to questions of fact material to my opinion, 1 may have
relied upon proceedings and other certifications of public officials furnished to me without
undertaking to verify the same by independent investigation.