HomeMy Public PortalAbout14-Opinion of Bond Counsel.pdf
January 15, 2021
The Village Council of the Village of Key Biscayne
Key Biscayne, Florida
Key Government Finance, Inc.
Superior, CO
Re: $11,238,000 Village of Key Biscayne, Florida
Capital Improvement Revenue Refunding Bond, Series 2021
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance by the Village of Key
Biscayne, Florida (the “Village”) of its $11,238,000 Capital Improvement Revenue Refunding
Bond, Series 2021 initially issued and delivered on this date (the “Bond”) pursuant to the
Constitution and laws of the State of Florida, including particularly Part II of Chapter 166, Florida
Statutes, as amended, the Charter of the Village and other applicable provisions of law
(collectively, the “Act”), Ordinance No. 2020-05 duly adopted by the Village Council of the
Village on November 17, 2020 and Resolution No. 2021-03 adopted on January 12, 2021
(collectively, the “Bond Ordinance”).
We have examined the Act, the Bond Ordinance and such certified copies of the
proceedings of the Village and of such other documents as we have deemed necessary to render
this opinion. As to the questions of fact material to our opinion, we have relied upon
representations of the Village contained in the Bond Ordinance and in the certified proceedings
and other certifications of public officials furnished to us without undertaking to verify such
representations by independent investigation.
Based on the foregoing, we are of the opinion that, under existing law:
1. The Village is duly created and validly existing as a municipality under the
Constitution and laws of the State of Florida, with the power to adopt the Bond Ordina nce, to
perform its obligations thereunder and to issue the Bond.
2. The Bond Ordinance has been duly adopted by the Village and constitutes a valid
and binding obligation of the Village, enforceable in accordance with its terms.
3. The issuance and sale of the Bond has been duly authorized by the Village. The
Bond constitutes a valid and binding limited obligation of the Village, enforceable in accordance
with its terms, payable in accordance with, and as limited by, the terms of the Bond Ordinance,
from, and secured solely by, legally available Non-Ad Valorem Revenues (as defined in the Bond
The Village Council of the Village of Key Biscayne, Florida
Key Government Finance, Inc.
January 15, 2021
Page 2
MIAMI I FT. LAUDERDALE I BOCA RATON I TAMPA I WSH-LAW.COM
Ordinance) of the Village budgeted and appropriated annually by the Village for such purpose.
The Bond does not constitute a debt of the Village within the meaning of any constitutional or
statutory provision, or a pledge of the faith and credit of the Village. The issuance of the Bond
shall not directly or indirectly or contingently obligate the Village to levy or to pledge any form of
ad valorem taxation whatsoever therefor nor shall the Bond constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the Village, and the owner of the Bond shall
have no recourse to the ad valorem taxing power of the Village.
4. Under exist ing statutes, regulations, rulings and judicial decisions, interest on the
Bond is excluded from gross income for federal income tax purposes and is not an item of tax
preference for purposes of the federal alternative minimum tax under the Internal Revenu e Code
of 1986, as amended (the “Code”). Ownership of the Bond may result in collateral federal tax
consequences to certain taxpayers. We express no opinion regarding other federal tax
consequences resulting from the ownership, receipt or accrual of intere st on, or disposition of, the
Bond.
The opinion set forth in the preceding paragraph assumes continuing compliance by the
Village with certain requirements of the Code that must be met after the date of the issuance of the
Bond in order for interest on the Bond to be excluded from gross income for federal income tax
purposes. The failure to meet these requirements may cause interest on the Bond to be included in
gross income for federal income tax purposes retroactively to the date of issuance of the Bond.
The Village has covenanted in the Bond Ordinance to take the actions necessary to comply with
such requirements.
5. The Bond is exempt from the excise tax on documents imposed pursuant to Chapter
201, Florida Statutes.
This opinion is qualified to the extent that the rights of the holder of the Bond and the
enforceability of the Bond and the Bond Ordinance may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights generally, now or
hereafter in effect, and by the exercise of judicial discretion in appropriate cases in accordance
with equitable principles.
This opinion may be relied upon by the addressees hereof and their successors and assigns.
Respectfully submitted,
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.