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
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WEISS SEROTA HELFMAN
COLE & BIERMAN
AT THE CROSSROADS OF BUSINESS, GOVERNMENT & THE LAW