Tab 15 Opinion ApprovalTAMPA
2502 Rocky Point Drive
Suite 1060
Tampa, Florida 33607
(813) 281 -2222 Tel
(813) 281 -0129 Fax
FORT LAUDERDALE
110 East Broward Boulevard
Suite 1700
Fort Lauderdale, Florida 33301
(954) 315 -3852 Tel
Board of County Commissioners
of Monroe County, Florida
Key West, Florida
Commissioners:
FORT MYERS
12731 World Plaza Lane
Suite 2
Fort. Myers, Florida 33907
(239) 288-4027 Tel
(239) 288 -4057 Fax
TALLAHASSEE
1500 Mahan Drive
Suite 200
Tallahassee, Florida 32308
(850) 224 -4070 Tel
(850) 224-4073 Fax
October 21, 2014
We have examined a record of proceedings relating to the issuance of $31,885,000
principal amount of a Monroe County, Florida Infrastructure Sales Surtax Improvement
and Refunding Revenue Bond, Series 2014 (the "Series 2014 Bond "). The Series 2014
Bond is being issued pursuant to the authority of and in full compliance with the
Constitution and Laws of the State of Florida, including particularly Chapter 125, Florida
Statutes, Chapter 212, Florida Statutes, the Monroe County Code, Ordinance No. 013-
1989 adopted by the Board of County Commissioners (the "Board ") of Monroe County,
Florida (the "County ") on May 23, 1989, Ordinance No. 01 -2000 adopted by the Board
on January 19, 2000 and Ordinance No. 017 -2012 adopted by the Board on July 18, 2012
(collectively the "Infrastructure Sales Surtax Ordinance ") and other applicable provisions
of law and pursuant to Resolution No. 077 -2003 adopted by the Board on February 19,
2003, as amended and supplemented (collectively, the "Resolution ").
The Series 2014 Bond is dated and shall bear interest from its date of delivery,
except as otherwise provided in the Resolution. The Series 2014 Bond will mature on
April 1, 2024 and will bear interest at the rate per annum provided in the Resolution and
set forth in the Series 2014 Bond. Interest on the Series 2014 Bond shall be payable on
April 1 and October 1 of each year, commencing on April 1, 2015. The Series 2014
Bond is subject to optional and mandatory sinking fund redemption prior to maturity, as
described in the Resolution and the Series 2014 Bond.
The Series 2014 Bond is issued for the principal purposes of providing funds to
finance the acquisition, construction and equipping of various capital improvements
within the County and to refund, on a current basis, all of the County's outstanding
Infrastructure Sales Surtax Revenue Bonds, Series 2003 (the "Refunded Bonds "), in order
Board of County Commissioners
of Monroe County, Florida
Page 2
October 21, 2014
to achieve debt service savings, all as more particularly described in the Resolution.
Certain proceeds of the Series 2014 Bond, together with other legally available moneys
of the County, shall be deposited into an escrow deposit trust fund (the "Escrow Fund ")
established pursuant to the Escrow Deposit Agreement dated as of October 21, 2014 (the
"Escrow Deposit Agreement "), between the County and The Bank of New York Mellon
Trust Company, N.A., Jacksonville, Florida, as Escrow Agent, and shall be held therein
uninvested in an amount which shall be sufficient to pay the principal of, premium, if
any, and interest on the Refunded Bonds, as the same become due or are redeemed prior
to maturity.
As to questions of fact material to our opinion, we have relied upon the
representations of the County contained in the Infrastructure Sales Surtax Ordinance, the
Resolution and in the certified proceedings relating thereto and to the issuance of the
Series 2014 Bond and other certifications of public officials furnished to us in connection
therewith without undertaking to verify the same by independent investigation.
Furthermore, we have assumed continuing compliance with the covenants and
agreements contained in the Resolution and the Infrastructure Sales -Surtax Ordinance.
We have not undertaken an independent audit, examination, investigation or inspection of
the matters described or contained in any agreements, documents, certificates,
representations and opinions relating to the Series 2014 Bond, and have relied solely on
the facts, estimates and circumstances described and set forth therein. In our examination
of the foregoing, we have assumed the genuineness of signatures on all documents and
instruments, the authenticity of documents submitted as originals and the conformity to
originals of documents submitted as copies.
Based on the foregoing, under existing law, we are of the opinion that:
1. The County is a duly created and validly existing political subdivision of
the State of Florida.
2. The County has the right and power under the Constitution and Laws of the
State of Florida to adopt the Resolution, and the Resolution has been duly and lawfully
adopted by the County, is in full force and effect in accordance with its terms and is valid
and binding upon the County and enforceable in accordance with its terms, and no other
authorization for the Resolution is required. The Resolution creates the valid pledge
which it purports to create of the Pledged Funds (as such term is defined in the
Resolution), subject to the provisions of the Resolution permitting the application thereof
for the purposes and on the terms and conditions set forth in the Resolution.
Board of County Commissioners
of Monroe County, Florida
Page 3
October 21, 2014
3. The County is duly authorized and entitled to issue the Series 2014 Bond
for the purposes described in the Resolution and the Series 2014 Bond has been duly and
validly authorized and issued by the County in accordance with the Constitution and
Laws of the State of Florida, the Infrastructure Sales Surtax Ordinance and the
Resolution. The Series 2014 Bond constitutes a valid and binding obligation of the
County as provided in the Resolution, is enforceable in accordance with its terms and the
terms of the Resolution and is entitled to the benefits of the Resolution and the laws
pursuant to which it is issued. The Series 2014 Bond does not constitute a general
indebtedness of the County or the State of Florida or any agency, department or political
subdivision thereof, or a pledge of the faith and credit of such entities, but is payable
solely from the Pledged Funds in the manner and to the extent provided in the Resolution.
The Series 2014 Bond is issued on parity with certain other Bonds (as defined in the
Resolution) that are outstanding under the Resolution, to the extent and except as
provided in the Resolution. No holder of the Series 2014 Bond shall ever have the right
to compel the exercise of any ad valorem taxing power of the County or the State of
Florida or any political subdivision, agency or department thereof to pay the Series 2014
Bond.
4. Under existing statutes, regulations, rulings and court decisions, the interest
on the Series 2014 Bond (a) is excluded from gross income for federal income tax
purposes and (b) is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations; however, it should be noted that
with respect to certain corporations, such interest is taken into account in determining
adjusted current earnings for the purpose of computing the alternative minimum tax. The
opinions set forth in this paragraph are subject to the condition that the County comply
with all requirements of the Internal Revenue Code of 1986, as amended, that must be
satisfied subsequent to the issuance of the Series 2014 Bond in order that interest thereon
be (or continues to be) excluded from gross income for federal income tax purposes.
Failure to comply with certain of such requirements could cause the interest on the Series
2014 Bond to be so included in gross income retroactive to the date of issuance of the
Series 2014 Bond. The County has covenanted to comply with all such requirements.
Ownership of the Series 2014 Bond may result in collateral federal tax consequences to
certain taxpayers. We express no opinion regarding such federal tax consequences
arising with respect to the Series 2014 Bond.
5. Assuming the deposit and application of cash in accordance with the
provisions of the Escrow Deposit Agreement, such deposit and application will cause all
covenants, agreements and other obligations of the County under the Resolution to the
Board of County Commissioners
of Monroe County, Florida
Page 4
October 21, 2014
holders of the Refunded Bonds to cease, terminate and become void and be discharged
and satisfied.
In rendering the opinions set forth above, we are relying upon (a) the arithmetical
accuracy of certain computations included in schedules provided by Public Financial
Management, Inc. relating to the adequacy of the cash deposited in the Escrow Fund to
pay the principal of, redemption premium, if any, and interest on the Refunded Bonds,
and (b) certifications of Public Financial Management, Inc.
It should be noted that we have not been engaged or undertaken to review the
accuracy, completeness or sufficiency of any disclosure material relating to the Series
2014 Bond and we express no opinion relating thereto. We have not been engaged or
undertaken to review the compliance with any federal or state law with regard to the sale
or distribution of the Series 2014 Bond and we express no opinion relating thereto.
The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent
that the enforceability of the Resolution and the Series 2014 Bond may be limited by any
applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting creditors' rights generally, or by the exercise of judicial discretion in accordance
with general principles of equity.
The opinions set forth herein are expressly limited to, and we opine only with
respect to, the laws of the State of Florida and the United States of America. The only
opinions rendered hereby shall be those expressly stated as such herein, and no opinion
shall be implied or inferred as a result of anything contained herein or omitted herefrom.
This opinion is given as of the date hereof and we assume no obligation to update,
revise or supplement this opinion to reflect any facts or circumstances that may hereafter
come to our attention or any changes in law that may hereafter occur.
We have examined the form of the Series 2014 Bond and, in our opinion, the form
of the Series 2014 Bond is regular and proper.
Respectfully submitted,