The URL can be used to link to this page

Home My Public Portal AboutTAB 16.pdfWEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.L. MITCHELL BIERMAN, P.A. NINA L. BONISKE, P.A. MITCHELL J. BURNSTEIN, P.A. JAMIE ALAN COLE, P.A. STEPHEN J. HELFMAN. P.A. GILBERTO PASTORIZA, P.A. MICHAEL S. POPOK, P.A. JOSEPH H. SEROTA, P.A. SUSAN L. TREVARTHEN, P.A. RICHARD JAY WEISS, P.A. DAVID M. WOLPIN, P.A. DANIEL L. ABBOTT GARY L. BROWN JONATHAN M. COHEN IGNACIO G. DEL VALLE JEFFREY D. DECARLO ALAN L. GABRIEL DOUGLAS R. GONZALES EDWARD G. GUEDES JOSHUA D. KRUT MATTHEW H. MANDEL ALEXANDER L. PALENZUELA-MAURI ANTHONY L. RECIO BRETT J. SCHNEIDER CLIFFORD A. SCHULMAN LAURA K. WENDELL ATTORNEYS AT LAW A PROFESSIONAL LIMITED LIABILITY COMPANY INCLUDING PROFESSIONAL ASSOCIATIONS MIAMI-DADE OFFICE 2525 PONCE DE LEON BOULEVARD SUITE 700 CORAL GABLES, FLORIDA 33134 TELEPHONE 305-854-0800 FACSIMILE 305-854-2323 WWW.WSH-LAW.COM BROWARD OFFICE 200 EAST BROWARD BOULEVARD • SUITE 1900 FORT LAUDERDALE, FLORIDA 33301 TELEPHONE 954-763-4242 • FACSIMILE 954-764-7770 *OF COUNSEL July 18, 2011 The Village Council of the Village of Key Biscayne Key Biscayne, Florida Pinnacle Public Finance, Inc. Scottsdale, Arizona LORI ADELSON• LILLIAN M. ARANGO SARA E. AULISIO BROOKE P. DOLARA RAOUEL ELEJABARRIETA CHAD S. FRIEDMAN OLIVER GILBERT* ERIC P. HOCKMAN JOHN J. KENDRICK III HARLENE SILVERN KENNEDY" KAREN LIEBERMAN• JOHANNA M. LUNDGREN ALEIDA MARTINEZ MOLINA* KATHRYN M. MEHAFFEY MATTHEW PEARL TIMOTHY M. RAVICH• AMY J. SANTIAGO DANIEL A. SEIGEL GAIL D. SEROTA* JONATHAN C. SHAMRES ESTRELLITA S. SIBILA SCOTT M. SINGER* ALISON F. SMITH ANTHONY C. SOROKA EDUARDO M. SOTO JOANNA G. THOMSON MICHELLE D. VOS PETER D. WALDMAN• JAMES E. WHITE SAMUEL I. ZESKIND Re: $4,450,000 Village of Key Biscayne Florida Stormwater Utility Revenue Refunding Bonds, Series 2011 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 $4,450,000 Stormwater Utility Revenue Refunding Bonds, Series 2011 initially issued and delivered on this date (the "Bonds") 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. 2011-3 duly adopted by the Village Council of the Village on June 14, 2011, Resolution No. 2011-10 adopted by the Village Council on May 24, 2011, and Resolution No. 2011-12 adopted by the Village Council on June 14, 2011 (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. 32H589602.DOC The Village Council of the Village of Key Biscayne Pinnacle Public Finance, Inc. July 18, 2011 Page 2 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 Ordinance, to perform its obligations thereunder and to issue the Bonds. 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 Bonds has been duly authorized by the Village. The Bonds constitute valid and binding limited obligations of the Village, enforceable in accordance with their terms, payable in accordance with, and as limited by, the terms of the Bond Ordinance, solely from Stormwater Utility Fees (as defined in the Bond Ordinance) and, to the extent such Fees are insufficient, from legally available Non -Ad Valorem Revenues (as defined in the Bond Ordinance) of the Village budgeted and appropriated annually by the Village for such purpose. The Bonds do 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 Bonds 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 Bonds constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Village, and the owners of the Bonds shall have no recourse to the ad valorem taxing power of the Village. 4. Under existing statutes, regulations, rulings and judicial decisions, interest on the Bonds is excluded from gross income for federal income tax purposes. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations under the Internal Revenue Code of 1986, as amended (the "Code"). Ownership of the Bonds 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 interest on, or disposition of, the Bonds. 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 Bonds in order for interest on the Bonds to be excluded from gross income for federal income tax purposes. The failure to meet these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. The Village has covenanted in the Bond Ordinance to take the actions necessary to comply with such requirements. 32H589602.DOC WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.Z.. The Village Council of the Village of Key Biscayne Pinnacle Public Finance, Inc. July 18, 2011 Page 3 We are further of the opinion that the Bonds are "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code. Accordingly, a financial institution's interest expense allocable to interest on the Bonds will be reduced by 20% under Section 291(a)(3) of the Code (rather than disallowed under Section 265(b) of the Code). 5. The Bonds are exempt from the excise tax on documents imposed pursuant to Chapter 201, Florida Statutes. 6. The Village has taken all actions that are required by Florida law and the bond ordinance under which the Prior Bonds (as such term is defined in the Bond Ordinance) were issued to redeem and pay on the date hereof the Prior Bonds in full, and the Prior Bonds are no longer outstanding under such bond ordinance. This opinion is qualified to the extent that the rights of the holders of the Bonds and the enforceability of the Bonds 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. Respectfully submitted, WEISS SEROTA HELFMAN PASTORIZA COLE lre.AAJ & BONISKE, P.L. 6-4 e #� ,4144-Zi 32H589602.DOC WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.L.