HomeMy WebLinkAboutExhibit 8EXHIBIT C
OPINION OF BORROWER'S COUNSEL
[Letterhead of Counsel to Borrower]
[Date of the Closing]
Sunshine State Governmental Financing
Commission
Tallahassee, Florida
Deutsche Bank Trust Company Americas
New York, New York
Ambac Assurance Corporation
New York, New York
Dexia Credit Local
New York Agency
New York, New York
Gentlemen:
We are counsel to [Name of Borrower], [County] [City] (the "Borrower"), and have been
requested by the Borrower to give this opinion in connection with the loan (the ALoan@) by the
Sunshine State Governmental Financing Commission (the "Commission") to the Borrower of funds
to finance or refinance or reimburse the Borrower for all or a portion of the cost of certain projects
(the "Projects") as defined in, and as described in Exhibit A of, the Loan Agreement, dated as of the
date hereof (the "Loan Agreement"), between the Commission and the Borrower.
In this connection, we have reviewed such records, certificates and other documents as we
have considered necessary or appropriate for the purposes of this opinion, including applicable laws,
and resolutions adopted by the [name of governing board] of the Borrower, the Loan Agreement, a
Second Amended and Restated Trust Indenture dated as of January 1, 2000, (the "Indenture"),
between the Commission and Deutsche Bank Trust Company Americas (successor to First Union
National Bank, as trustee (the ATrusteeig), as amended and supplemented. Based on such review,
and such other considerations of law and fact as we believe to be relevant, we are of the opinion that:
(a) The Borrower is a [County] [City] duly organized and existing under the laws of the State
of Florida. The Borrower has the legal right and all requisite power and authority to enter into the
Loan Agreement and to consummate the transactions contemplated thereby and otherwise to carry on
its activities and own its property.
(b) The Borrower has power to enter into the Loan Agreement and to purchase or construct
the Project and/or receive reimbursement for the costs of the acquisition or construction thereof
and/or refinance the indebtedness to be refinanced with the proceeds of the Loan and has been duly
authorized to execute and deliver the Loan Agreement and to purchase or construct the Project
and/or receive reimbursement for the costs of the acquisition or construction thereof and/or refinance
the indebtedness to be refinanced with the proceeds of the Loan under the terms and provisions ofa
resolution of its [name of governing board].
(c) The Borrower has duly authorized, executed and delivered the Loan Agreement and the
Loan Agreement (including, but not limited to the terms and provisions of Section 2.02(a) thereof)
constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as such enforceability may be limited by bankruptcy,
reorganization, insolvency and other similar laws affecting enforceability of creditors' rights
generally and by the application of equitable principles if equitable remedies are sought. The
foregoing notwithstanding, the covenant to budget and appropriate as contained in Section 2.02(a) of
the Loan Agreement does not create any lien upon or pledge of the Non -Ad Valorem Revenues nor
does it preclude the Borrower from pledging in the future its Non -Ad Valorem Revenues, to the
extent the Borrower is in compliance with certain provisions of the Loan Agreement, nor does it
require the Borrower to levy and collect any particular Non -Ad Valorem Revenues as opposed to
claims of general creditors of the Borrower determined and liquidated as to amount prior to the time
an appropriated amount is deposited in the Funds and Accounts created pursuant to the Indenture.
However, the covenant to budget and appropriate in its general annual budget, for the purposes and
in the manner stated in the Loan Agreement, has the effect of making available for the payment of
the obligations of the Borrower the Non -Ad Valorem Revenues of the Borrower placed in such
Funds and Accounts and placing on the Borrower a positive duty to appropriate and budget, by
amendment, if necessary, amounts sufficient to meet its obligations under its Loan Agreement;
subject, however, in all respects to the restrictions of Section 166.241, Florida Statutes, which makes
it unlawful for any municipality to expend moneys not appropriated and in excess of such
municipality's current budgeted revenues. The obligation of the Borrower to make such payments
from its Non -Ad Valorem Revenues is subject to the availability of money in the treasury of the
Borrower and funding requirements for essential services of the Borrower; however, such obligation
is cumulative and would carry over from Fiscal Year to Fiscal Year,
(d) Neither the execution and delivery of the Loan Agreement, the consummation of the
transactions contemplated thereby, the purchase or construction of the Project or the reimbursement
for costs of the acquisition or construction thereof or the refinancing of the indebtedness to be
refinanced with the proceeds of the Loan nor the fulfillment of or compliance with the terms and
conditions of the Loan Agreement conflicts with or results in a breach of or default under any of the
terms, conditions or provisions of any agreement, contract or other instrument, or law, ordinance,
regulation, or judicial or other governmental order, to which the Borrower is now a party or it or its
properties is otherwise subject or bound, and the Borrower is not otherwise in violation of any of the
foregoing in a manner material to the transactions contemplated by the Loan Agreement,
(e) There is no litigation or legal or governmental action, proceeding, inquiry or investigation
pending or, to the best of our knowledge, threatened by governmental authorities or to which the
Borrower is a party or to which any property of the Borrower is subject, which has not been disclosed
in writing to the Commission, Ambac Assurance Corporation and Dexia Credit Local which, if
determined adversely to the Borrower, would individually or in the aggregate (i) materially and
adversely affect the validity or the enforceability of the Loan Agreement or (ii) otherwise materially
adversely affect the ability of the Borrower to comply with its obligations under the Loan Agreement
or the transactions contemplated by such documents or (iii) materially and adversely affect the
properties, prospects or condition (financial or otherwise) of the Borrower or the corporate existence
of the Borrower.
(f) Any indebtedness being refinanced, directly or indirectly, with the proceeds of the Loan
was initially incurred by the Borrower, and the proceeds of such indebtedness have been fully
expended, to finance the cost of the Project.
(g) There is no fact of which the Borrower has knowledge that the Borrower has not
specifically disclosed in writing to the Commission, the Credit Facility Provider and the Bank that
materially and adversely affects or that will (based on facts and circumstances known to us today)
materially affect adversely the properties, activities, prospects or condition (financial or otherwise) of
the Borrower or the ability of the Borrower to perform its obligations under the Loan Agreement.
(h) The Tnterlocal Agreement creating the Commission and all amendments thereto have been
duly authorized and executed by the Borrower.
Very truly yours,