Loading...
HomeMy Public PortalAbout6) Opinion of Weiss Serota Helfman Cole & Bierman, P.L..pdf-Rwq WEISS SEROTA HELFMAN COLE & BIERMAN AT THE CROSSROADS OF BUSINESS, GOVERNMENT & THE LAW October 7, 2016 The Village Council of the Village of Key Biscayne Key Biscayne, Florida Pinnacle Public Finance, Inc. Scottsdale, Arizona Re: Amendment and Reissuance of $6,575,000 Village of Key Biscayne Florida Stormwater Utility Refunding and Improvement Revenue Bonds, Series 2013 Ladies and Gentlemen: We have acted as bond counsel in connection with the amendment and reissuance by the Village of Key Biscayne, Florida (the "Village") of its $6,575,000 Stormwater Utility Refunding and Improvement Revenue Bonds, Series 2013, dated January 7, 2014 (the "Prior Bonds"), and being amended and reissued on the date hereof (such amended and reissued Prior Bonds are hereinafter referred to as the "Bonds"). The Prior Bonds were originally issued on January 7, 2014 pursuant to Ordinance No. 2013-9 adopted by the Village Council on December 3, 2013 (the "Ordinance") and Resolution No. 2013-42 adopted by the Village Council on December 3, 2013 (the "Bond Resolution" and, collectively with the Ordinance, the "Bond Ordinance"). The Prior Bonds are being amended on the date hereof pursuant to Resolution No. 2016-30 adopted by the Village Council on October 4, 2016 (the "Amendment Resolution"). The Bonds are being issued 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") and the Amendment Resolution. We have examined the Act, the Amendment Resolution, the Tax Certificate dated and delivered on the date hereof relating to the Bonds (the "Tax Certificate") 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 the Amendment Resolution, 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: 2525 Ponce De Leon Blvd., Ste. 700, Coral Gables, FL 33134 1305.854.0800 1 www.wsh-law.com The Village Council of the Village of Key Biscayne Pinnacle Public Finance, Inc. October 7, 2016 Page 2 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 Amendment Resolution, to perform its obligations thereunder and to issue the Bonds. 2. The Amendment Resolution 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 amendment and reissuance of the Prior Bonds (i.e., the issuance of the Bonds) have been duly authorized by the Village. The Bonds constitute valid and binding limited obligations of the Village, payable in accordance with, and as limited by, the terms of the Bond Ordinance and the Amendment Resolution, 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 the property of the Village, and the owners of the Bonds shall have no recourse to the ad valorem taxing power of the Village. 4. The Prior Bonds are considered retired and reissued as a new obligation (i.e., as the Bonds) for federal income tax purposes. 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 011 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 and the Tax Certificate to take the actions necessary to comply with such requirements. WEISS SEROTA HELFMAN COLE & BIERMAN AT THE CROSSROADS OF BUSINESS, GOVERNMENT & THE LAW The Village Council of the Village of Key Biscayne Pinnacle Public Finance, Inc. October 7, 2016 Page 3 5. The Bonds are exempt from the excise tax on documents imposed pursuant to Chapter 201, Florida Statutes. 6. - The adoption of the Amendment Resolution and the issuance of the Bonds will not adversely affect the exclusion of interest on the Prior Bonds from gross income for federal income tax purposes. This opinion is qualified to the extent that the rights of the holders of the Bonds and the enforceability of the Bonds, the Bond Ordinance and the Amendment Resolution 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 COLE & BIERMAN, P.L. Ao 4-J 6 WEISS SEROTA HELFMAN COLE & BIERMAN AT THE CROSSROADS OF BUSINESS, GOVERNMENT & THE LAW