HomeMy Public PortalAbout6-Opinion of Counsel to LesseeWEISS SEROTA HELFMAN
COLE & BIERMAN
AT THE CROSSROADS OF BUSINESS, GOVERNMENT & THE LAW
July 7, 2017
City National Bank of Florida
1450 Brickell Ave, Suite 2800
Miami, Florida 33131
Re: Master Lease Purchase Agreement dated as of March 2, 2017 (the
"Agreement") by and between City National Bank of Florida ("Lessor") and
Village of Key Biscayne ("Lessee"); Lease Schedule No. 5
Ladies and Gentlemen:
We are Village Attorney for Lessee and as such have represented Lessee with respect to
the above -referenced Agreement and related matters, and in this capacity have reviewed a
duplicate original or certified copy of the Agreement and Lease Schedule No. 5 executed
pursuant thereto (the "Equipment Schedule," and together with the Agreement, the "Lease").
The terms capitalized in this opinion but not defined herein shall have the meanings assigned to
them in the Lease.
We have reviewed (i) the Constitution of the State of Florida and other applicable law;
(ii) certain proceedings taken by the Village, including resolutions (the "Resolutions") adopted
on February 21, 2017 and May 9, 2017, pertaining to the authorization of the Lease and related
transactions; (iii) executed copies of the Lease; and (iv) such other information and documents as
we have deemed relevant in order to render this opinion.
Based upon the examination of these and such other documents as we have deemed
relevant, it is our opinion that as of the date hereof:
1. Lessee is a political subdivision of the State of Florida (the "State") within the
meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, and is duly
organized, existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has the power under applicable law to enter into the
Lease, and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, executed and delivered by and on behalf of
Lessee, and is a legal, valid and binding obligation of Lessee enforceable in accordance with its
2525 Ponce de Leon Blvd., Suite 700, Coral Gables, FL 33134 1305-854-080o 1 www.wsh-law.com
City National Barry of Florida
July 7, 2017
Page 2
terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar
laws affecting the enforcement of creditors' rights generally and by general equitable principles.
4. The authorization and execution of the Lease and all other proceedings of Lessee
relating to the transactions contemplated thereby have been performed in accordance with all
applicable open meeting, public records, public bidding and all other laws, rules and regulations
of the State.
5. `To the best of our knowledge after reasonable investigation, the execution of the
Lease and the obligation to pay the Rental Payments coming due thereunder do not and will not
result in the violation of any constitutional, statutory or other limitation relating to the manner,
form or amount of indebtedness which may be incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any court,
administrative agency, arbitrator or governmental body that challenges the organization or
existence of Lessee, the authority of Lessee or its officers or its employees to enter into the
Lease, the proper authorization and/or execution of the Lease or the documents contemplated
thereby, the obligation of Lessee to make Rental Payments under the Lease, or the ability of
Lessee otherwise to perform its obligations under the Lease and the transactions contemplated
thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened.
The opinions expressed herein are limited to questions arising under the laws of the State
of Florida and the federal laws of the United States of America. This opinion is being furnished
for the sole benefit of the addressee and can only be relied upon by the addressee. No other use
or distribution of this opinion, other than disclosure to government regulatory agencies to the
extent required by law, may be made without our prior written consent.
Our opinions expressed herein are predicated upon present law, facts and circumstances,
and we assume no affirmative obligation to update the opinions expressed herein if such laws,
facts or circumstances change after the date hereof.
Respectfully submitted,
WEISS SEROTA HELFMAN
COLE & BIERMAN, P.L,
741
By:
eCarlo, Esq.
WEISS SEROTA HELFMAN
COLE & BIERMAN
AT THE CROSSROADS OF BUSINESS, GOVERNMENT & THE LAW