Company Name: Trailside Condominiums
Public Availability Date: 07-14-1983

INQUIRY LETTER 1

Conquistador
601 Yale Place
Canon City, Colorado 81212
TELEPHONE(303) 275-2049

June 02, 1983

Mr. Norman Schou
Office of the Chief Counsel
Division of Corporation Finance
Securities & Exchange Commission
450 Fifth St., N.W.
Washington, D.C. 20549

Re: Trailside Condominiums

Dear Mr. Schou:

Further to my letter of May 23rd, I feel that in view of the facts stated in that letter, the offering of these condominiums for sale does not constitute an offering of a security and would like you to confirm this belief.

Unfortunately, I am unable to include the promotional material you requested as none has been printed.

I look forward to hearing from you.

Very truly yours,

WESTCLIFFE LAND CORP.
A/K/A CONQUISTADOR, INC.

Charles G. Cecil
President

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INQUIRY LETTER 2

CONQUISTADOR
602 YALE PLACE
CANON CITY, COLORADO 81212
TELEPHONE(303) 275-2049

May 23, 1983

Peter G. Romeo, Esq. - Chief Counsel
Division of Corporation Finance
SECURITIES & EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549

Dear Mr. Romeo:

I would like a letter of opinion with respect to our proposed offering of 48 condominiums for sale known as "Trailside." These condominiums will be built in Custer County, Colorado, at our resort there which is called Conquistador. I am specifically interested in obtaining an SEC opinion regarding Release # 5347 with respect to whether or not the SEC would consider an offering of condominiums for sale as described below a security.

1. The developer will not disclose the availability of rental agency services unless a purchaser inquires about them. No advertisement will contain any mention of rental agency services.

2. The developer will not limit a purchaser's right to use his unit.

3. Should a rental agreement be entered into at the purchaser's option, that agreement would be terminable at the owner's option immediately.

4. The rental agency services offered by the developer will be non-pooled.

5. The rental agency services that the developer offers will be non-exclusive. In the event that an owner inquires about rental services, he will be given a list of agents as well as the developer's agency.

6. The developer's sales campaign will not emphasize the economic benefits that purchasers may derive from rental of the units or from the efforts of others. The developer will, however, include in its advertisements and brochures information with respect to the appreciation in value of the condominium, as well as the tax deducibility of payments of interest on purchase money obligations and payments for real property taxes which are typical as part of the ownership of residential real property.

7. The developer will pre-sell (prior to construction) condominiums. However, the developer will place all purchase sale contract deposits in escrow until such time as the condominium unit is complete or per the Interstate Land Sale Act, two years from the date of sale contract, at which time, should the unit not be complete, the moneys would be released from escrow to the condominium unit purchaser. In this last item, I believe eliminates the creation of a security under the risk capital theory which would have been the case had the pre-sales money been available to the developer for construction.

Clearly, it is the expectation of the developer that some percentage of the condominium unit purchasers will wish to have some agent lease their premises for them. However, for the first group of condominiums, the developer is not concerned with controlling the rental agency for these first 48 units.

Very truly yours,

CONQUISTADOR, INC.

Charles G. Cecil
President

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STAFF REPLY LETTER

June 14, 1983

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF CORPORATION FINANCE

Re: Trailside Condominiums
Incoming letters dated May 23, and June 2, 1983

On the basis of the facts presented, particularly your representations that (1) the condominium units will be offered without any emphasis on the economic benefits that purchasers may derive from rental of the units or the efforts of others, and (2) there will be no pooling of rental agency services, this Division will not recommend any enforcement action to the Commission if the condominiums referred to in your correspondence are offered and sold without compliance with the Securities Act of 1933.

Because this position is based upon the representations made to the Division in your letters, it should be noted that any different facts or circumstances might require a different conclusion. Further, this response only expresses the Division's position on enforcement action and does not purport to express a legal conclusion on the question presented.

Sincerely,

Norman R. Schou
Special Counsel