HomeMy Public PortalAboutTAB 16.pdfWEISS SEROTA HELFMAN
PASTORIZA COLE & BONISKE, P.L.
MITCHELL BIERMAN, P.A.
NINA L. BONISKE, P.A.
MITCHELL J. BURNSTEIN, RA,
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 1, TREVARTHEN, RA.
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
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`OF COUNSEL
August 1, 2011
The Village Council of the Village of Key Biscayne
Key Biscayne, Florida
SunTrust Bank
Doral, Florida
Re: $1,865,000 Village of Key Biscayne, Florida
Capital Improvement and Land Acquisition Revenue
Refunding Bonds, Series 2011
Ladies and Gentlemen:
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 5. 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
We have acted as bond counsel in connection with the issuance by the Village of Key
Biscayne, Florida (the "Village") of its $1,865,000 Capital Improvement and Land Acquisition
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. 2011-7 duly adopted by the Village
Council of the Village on June 28, 2011 and Resolution No. 2011-16 adopted on June 28, 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.
32L078402.DOC
The Village Council of the Village of Key Biscayne
SunTrust Bank
August 1, 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, from, and secured solely by, 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 deterrnining 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.
32L078402.DOC
WEISS SEROTA HELFMAN
PASTORIZA COLE & BONISKE, P.L.
The Village Council of the Village of Key Biscayne
SunTrust Bank
August 1, 2011
Page 3
5. The Bonds are exempt from the excise tax on documents imposed
pursuant to Chapter 201, Florida Statutes.
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.
32L078402.DOC
WEISS SEROTA HELFMAN
PASTORIZA COLE & BoNISKE, P L,