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HomeMy Public PortalAbout15-Opinion of Village Attorney.pdf January 15, 2021 The Village Council of the Village of Key Biscayne, Florida 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 Village Attorney for the Village of Key Biscayne, Florida (the “Village”) in connection with the issuance of the Village's $11,238,000 Capital Improvement Revenue Refunding Bond, Series 2021 (the “Bond”). In such capacity, we have examined the following: a. Ordinance No. 2020-05 adopted by the Village Council on November 17, 2020, and Resolution No. 2021-03 adopted by the Village Council on January 12, 2021, authorizing the issuance of the Bond (collectively, the “Bond Ordinance”); b. The Village Charter, as amended (the “Charter”), and Chapter 166, Florida Statutes, as amended; and c. Such other documents, certificates, records and proceedings as we have considered necessary to enable us to render this opinion. Based on such examinations, we are of the opinion that: 1. The Bond Ordinance has been duly adopted and no further action of the Village is required to authorize the issuance, sale a nd delivery of the Bond. The Bond Ordinance constitutes a legal, valid and binding obligation of the Village, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditor's rights generally or by general principles of equity. 2. The issuance, sale and delivery of the Bond and the adoption of the Bond Ordinance and compliance with the provisions thereof, under the circumstance s contemplated thereby, are permitted under the provisions of the Charter, and to the best of our knowledge without undertaking any independent research, do not and will not in any way constitute a breach or default 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 under any agreement or other instrument to which the Village is a party or any existing law, regulation, court order or consent decree to which the Village is subject. 3. No approval, authorization, consent or other order of any public board or body which has not heretofore been obtained is required for the issuance and delivery of the Bond. 4. No litigation or other proceedings to which the Village is a party are pending, or, to our knowledge, threatened, in any court or other tribunal of competent jurisdiction, state or federal, in any way (a) restraining or enjoining the issuance, sale or delivery of the Bond, (b) questioning or affecting the validity of the Bond or the covenant of the Village to budget and appropriate non-ad valorem revenues, all as specified in the Bond Ordinance, to pay the principal of and interest on the Bond, as provided under the aforesaid documents, (c) questioning or challenging the legality, enforceability or validity of any of the Village’s Non-Ad Valorem Revenues, (d) questioning or affecting the validity of any proceedings for the authorization, sale, execution, issuance or delivery of the Bond, or the security therefor, or wherein an unfavorable decision, ruling or finding would adversely affect the ability of the Village to comply with the terms of the Bond Ordinance or the Bond, (e) questioning or affecting the organization or existence of the Village or the title to office of the elected officials or officers thereof, or (f) questioning or affecting the power and authority of the Village to issue the Bond, nor do we have any knowledge that there is any basis therefor. 5. The execution, delivery, receipt and due performance of the Bond under the circumstances contemplated thereby and compliance with the provisions thereof do not conflict with or constitute a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, lease or other instrument to which the Village is subject or by which the Village is or may be bound. This opinion may be relied upon by the addressees hereof and their successors and assigns. Respectfully submitted, WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.