HomeMy Public PortalAboutTab 15.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. RECTO
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
September 30, 2011
The Village Council of the Village of Key Biscayne
Key Biscayne, Florida
Pinnacle Public Finance, Inc.
Scottsdale, Arizona
LILLIAN M. ARANGO
SARA E. AULISIO
BROOKE P. DOLARA
RAQUEL 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. WALD MAN *
JAMES E. WHITE
SAMUEL I. ZESKIND
Re: $2,808,952 Village of Key Biscayne Florida Transportation Tax 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 $2,808,952 Transportation Tax 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. 2011-9 duly adopted by the Village Council of the
Village on August 30, 2011, and Resolution No. 2011-26 adopted by the Village Council on
August 30, 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.
The Village Council of the Village of Key Biscayne
Pinnacle Public Finance, Inc.
September 30, 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 Pledged Revenues (as defined in the
Bond Ordinance). 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.
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
WEISS SEROTA HELFMAN
PASTORIZA COLE & BONISKE, P.I..
The Village Council of the Village of Key Biscayne
Pinnacle Public Finance, Inc.
September 30, 2011
Page 3
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
& BONISKE, P.L.
WEISS SEROTA HELFMAN
PASTORIZA COLE & BONISKE, P.I..