HomeMy WebLinkAboutExhibit 12EXHIBIT D
FORM OF OPINION OF COUNSEL TO THE ISSUER
This opinion should cover the following matters:
1. Constitutionality of the Act;
2. Legal existence of the Issuer, legal authority to (i) [insert specifics as to
Issuer, as appropriate], (ii) issue the Bonds, and (iii) secure the Bonds as provided by the
Resolution and the Indenture;
3. Legal right, power and authority of the Issuer to adopt the Resolution and
to enter into or assume the obligations under the Bond Purchase Agreement, the Continuing
Disclosure Agreement and the Indenture and consummate all the transactions contemplated by
such agreements;
4. Due authorization of agreements referenced in the foregoing paragraph
and authorization of the execution, delivery and distribution of the Official Statement;
5. The Resolution has been duly adopted by the Issuer and is in full force and
effect and the Bond Purchase Agreement and Indenture have been duly executed and delivered
by the Issuer and each constitutes a legally valid and binding obligation of the Issuer, enforceable
in accordance with its terms (subject to bankruptcy exceptions and an exception as to
enforceability solely with respect to indemnification);
6. The adoption of the Resolution and the execution and delivery by the
Issuer of the documents referenced in the foregoing paragraph will not conflict with or constitute
a default under any indenture, etc., or under the Constitution of the State of Florida or under any
existing law, etc.;
7. Opinion regarding absence of governmental approvals with respect to the
adoption of the Resolution, the issuance and sale of the Bonds and the execution and delivery of
the documents referenced in paragraph five hereof (may take exception for registration of Bonds
under "blue sky" laws);
8. Issuer is not in breach of or default under any laws, etc., the Resolution,
the documents referenced in paragraph five hereof or any other agreement, etc.;
9. Opinion as to "no litigation" wherein Counsel to the Issuer states that there
are no pending or, to such Counsel's knowledge, threatened suits where unfavorable decisions,
rulings or findings would materially and adversely affect (i) the transactions contemplated by the
Bond Purchase Agreement, the Indenture or the Official Statement, (ii) the organization,
existence or powers of the Issuer or the title of any of its directors or officers, (iii) the business,
properties or assets or the condition, financial or otherwise, of the Issuer, (iv) the validity or
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enforceability of the Bonds, the Bond Purchase Agreement, the Resolution or the Indenture, or
(v) the exemption from federal income taxation of the interest on the Bonds; and
10. Reference to certain statements made in the Official Statement under the
headings "INTRODUCTION", "SECURITY AND SOURCES OF PAYMENTS FOR THE
SERIES 2006 BONDS", "CONTINUING DISCLOSURE" and APPENDIX B — INDENTURE
relating to the Resolution and the Indenture present a fair and accurate summary of the
provisions of such agreements or accurate descriptions or summaries of such laws or contracts.
The opinion letter should also contain a statement as to the role of Counsel for the
Issuer and the extent of its participation in the preparation of the Official Statement and a "I0b-
5" opinion subject to appropriate exceptions.
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