The URL can be used to link to this page

Home My Public Portal AboutTAB 17.pdfWEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.L. MITCHELL BIERMAN, P.A. NINA L. BONISKE, P.A. MITCHELL. J. BUR'NSTEIN, P.A. JAMIE ALAN COLE, P.A. STEPHEN J. HELFMAN, P.A. GILBERTO PASTORIZA, P,A. MICHAEL 5. POPOK, P.A. JOSEPH H. SEROTA, RA. 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. RECIO 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 August 1, 2011 The Village Council of the Village of Key Biscayne, Florida Key Biscayne, Florida SunTrust Bank Doral, Florida LILLIAN M. ARANGO SARA E. AULISIO BROOKE P. DOLARA RAOUEL ELEJABARRRETA CHAD S. FRIEDMAN OLIVER GILBERT• ERIC P. HOCKMAN JOHN J. KENDRICK II I HARLENE SILVERN KENNEDY• KAREN LIEBERMAN* JOHANNA M. LUNDGREN ALEIDA MARTINEZ MOLINA• KATHRYN M. MEHAFFEY MATTHEW PEARL TIMOTHY M. RAVICH• AMv J. SANTIAGO DANIEL A. SEIGEL GAIL 0. SEROTA" JONATHAN C. SHAMRES ESTRELLITA 5. SIBILA SCOTT M. SINGER• ALISON F. SMITH ANTHONY C. SOROKA EDUARDO M. SOTO JOANNA G. THOMSON MICHELLE 0. VOS PETER D. WALDMAN* JAMES E. WHITE SAMUEL I. ZESKIND Re: $1,865,000 Village of Key Biscayne Florida Capital Improvement and Land Acquisition Revenue Refunding Bonds, Series 2011 Ladies and Gentlemen: We have acted as Village Attorney for the Village of Key Biscayne, Florida (the "Village") in connection with the issuance of the Village's $1,865,000 Capital Improvement and Land Acquisition Revenue Refunding Bonds, Series 2011 (the "Bonds"). In such capacity, we have examined the following: a. Ordinance No. 2011-7 adopted by the Village Council on June 28, 2011, and Resolution No. 2011-16 adopted by the Village Council on June 28, 2011, authorizing the issuance of the Bonds (collectively, the "Bond Ordinance"); b. The Village Charter, as amended (the "Charter"), and Chapter 166, Florida Statutes, as amended; and c. Such other documents, certificates, records and proceedings as we have considered necessary to enable us to render this opinion. 32L078702.DOC The Village Council of the Village of Key Biscayne, Florida SunTrust Bank August 1, 2011 Page 2 Based on such examinations, we are of the opinion that: 1. The Bond Ordinance has been duly adopted and no further action of the Village is required to authorize the issuance, sale and delivery of the Bonds. The Bond Ordinance constitutes a legal, valid and binding obligation of the Village, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditor's rights generally or by general principles of equity. 2. The issuance, sale and delivery of the Bonds and the adoption of the Bond Ordinance and compliance with the provisions thereof, under the circumstances contemplated thereby, are permitted under the provisions of the Charter, including, in particular, Section 4.10 thereof, and to the best of our knowledge without undertaking any independent research, do not and will not in any way constitute a breach or default under any agreement or other instrument to which the Village is a party or any existing law, regulation, court order or consent decree to which the Village is subject. 3. No approval, authorization, consent or other order of any public board or body which has not heretofore been obtained is required for the issuance and delivery of the Bonds. 4. No litigation or other proceedings to which the Village is a party are pending, or, to our knowledge, threatened, in any court or other tribunal of competent jurisdiction, state or federal, in any way (a) restraining or enjoining the issuance, sale or delivery of the Bonds, (b) questioning or affecting the validity of the Bonds or the covenant of the Village to budget and appropriate non -ad valorem revenues, all as specified in the Bond Ordinance, to pay the principal of and interest on the Bonds, as provided under the aforesaid documents, (c) questioning or challenging the legality, enforceability or validity of any of the Village's Non -Ad Valorem Revenues, (d) questioning or affecting the validity of any proceedings for the authorization, sale, execution, issuance or delivery of the Bonds, or the security therefor or wherein an unfavorable decision, ruling or finding would adversely affect the ability of the Village to comply with the terms of the Bond Ordinance or the Bonds, (e) questioning or affecting the organization or existence of the Village or the title to office of the elected officials or officers thereof, or (f) questioning or affecting the power and authority of the Village to issue the Bonds, nor do we have any knowledge that there is any basis therefor. 32L078702.DOC WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.L. The Village Council of the Village of Key Biscayne, Florida SunTrust Bank August 1, 2011 Page 3 5. The execution, delivery, receipt and due performance of the Bonds under the circumstances contemplated thereby and compliance with the provisions thereof do not conflict with or constitute a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, lease or other instrument to which the Village is subject or by which the Village is or may be bound. Respectfully submitted, WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.L. By: bea 32L078702.D00 WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.L.