HomeMy Public PortalAbout15-OPINION OF ADORNO_YOSS LLP.pdfADORNO 6r YOSS
A LIMITED LIABIUTY PARMERSHIP
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November 10, 2009
The Village Council of the Village of Key Biscayne
Key Biscayne, Florida
SunTrust Bank
Miami, Florida
Re: $1,200,000 Village of Key Biscayne, Florida
Water and Sewer Revenue Bonds, Series 2009
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 $1,200,000 Water and Sewer Revenue Bonds, Series
2009 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. 2009-10 duly adopted by the Village Council of the Village on
September 8, 2009 and Resolution No. 2009-25 adopted on October 27, 2009 (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.
Based on the foregoing, we are of the opinion that, under existing law:
i. - 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.
~M15607121)
The Village Council of the Village of Key Biscayne
SunTrust Bank
November 10, 2009
Page 2
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 the Electric Utility Tax Revenues las
defined in the Bond Ordinance) of the Village. 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 fi·om 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 ~om 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
by 20% under Section 291(a)(3) of the Code (rather than disallowed under Section 265(b)
of the Code).
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
(M1860712_1)
The Village Council of the Village of Key Biscayne
SunTrust Bank
November 10, 2009
Page 3
hereafter in effect, and by the exercise of judicial discretion in appropriate cases in accordance
with equitable principles.
RespectfUlly submitted,
ADORNO & YOSS LLP
AdB~VO & ~ct~d L iP
(M1860712_1)