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HomeMy WebLinkAboutExhibit5Carps Tip It,PMAI soDCc.cmfnIT'ZLjLa7.0n) EXHIBIT C OPINION OF GOVERNMENTAL UNIT'S COUNSEL [Letterhead of Counsel to Governmental Unit] [Date of the Closing] Mayor and Commissioners City of Miami Miami, Florida 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, acting through its New York Branch New York, New York $300,000,000 SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION REVENUE BONDS, SERIES 1986 ($27,500,000 Loan to City of Miami, Florida) Ladies and Gentlemen: We are counsel to [Name of Governmental Unit], (the "Governmental Unit"), and have been requested by the Governmental Unit to give this opinion in connection with the loan of $ (the "Loan") by the Sunshine State Governmental Financing Commission (the "Commission") to the Governmental Unit of funds to finance the Governmental Unit for all or a portion of the cost of certain projects (the "Projects") as defined in, and as described in the Governmental Unit's Exhibit A of, the Loan Agreement, dated as of the date hereof (the "Loan Agreement"), between the Commission and the Governmental Unit. 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 Governmental Unit, the Loan Agreement, a Second Amended and Restated Trust Indenture dated as of January 1, 2000, (the C-1 "Indenture"), between the Commission and Deutsche Bank Trust Company Americas (successor to First Union National Bank, as trustee (the "Trustee"), 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 Governmental Unit is a Municipality duly organized and existing under the laws of the State of Florida. The Governmental Unit 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 Governmental Unit has power to enter into the Loan Agreement and to purchase or construct the Project 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 with the proceeds of the Loan under the terms and provisions of a resolution of its City Commission. (c) The Governmental Unit 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 regarding security for repayment of the Loan constitutes a legal, valid and binding obligation of the Governmental Unit enforceable against the Governmental Unit 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 Governmental Unit from pledging in the future its Non -Ad Valorem Revenues, to the extent the Governmental Unit is in compliance with certain provisions of the Loan Agreement, nor does it require the Governmental Unit to levy and collect any particular Non -Ad Valorem Revenues as opposed to claims of general creditors of the Governmental Unit 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 Governmental Unit the Non - Ad Valorem Revenues of the Governmental Unit placed in such Funds and Accounts and placing on the Governmental Unit 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 Governmental Unit to make such payments from its Non - Ad Valorem Revenues is subject to the availability of money in the treasury of the Governmental Unit and funding requirements for essential services of the Governmental Unit; however, such obligation is cumulative and would carry over from Fiscal Year to Fiscal Year. C-2 (d) Neither the execution and delivery of the Loan Agreement, the consummation of the transactions contemplated thereby, the purchase or construction of the Project 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 Governmental Unit is now a party or it or its properties is otherwise subject or bound, and the Governmental Unit 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 Governmental Unit is a party or to which any property of the Governmental Unit is subject, which has not been disclosed in writing to the Commission, Ambac Assurance Corporation and Dexia Credit Local, acting through its New York Branch, which, if determined adversely to the Governmental Unit, 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 Governmental Unit 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 Governmental Unit or the corporate existence of the Governmental Unit. (f) There is no fact of which the Governmental Unit has knowledge that the Governmental Unit 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 Governmental Unit or the ability of the Governmental Unit to perform its obligations under the Loan Agreement. (g) The Interlocal Agreement creating the Commission and all amendments thereto have been duly authorized and executed by the Governmental Unit. Very truly yours, C-3