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6.6 Opinion of GrayRobinson P.A., Underwriters' Counsel 401 FEAST' STREE'r GR. AY � N' S ON' SUITE 2'7()o BOCA RATON POST OFFICE Box 3324.(33601--3324) FORT LAUDERDALE ATTORNEYS AT' LAW TAMPA, FLORMA 33602 FORT MYI.,,RS -rE,IL 8 13-2 7 3-5 000 GAINESVILLE TAX 81. -.2 7 3-5 14 5 JACKSONVILLE KEY WEST LAKELA ND MELBOURNE MIAMI NAPLES ORLANDO September 15,2022 DUAHASSEE TAMPA WASHINGTOiv,DC BofA SECURITIES, INC. W87'PALm BEACH PNC CAPITAL MARKETS LLC c/o BofA Securities, Inc. One Bryant Park, 12th Floor New York,NY 10036 Re: $41,340,000 Monroe County, Florida Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) Ladies and Gentlemen: We have acted as your counsel in connection with the Contract of Purchase dated August 31, 2022 (the "Purchase Contract"), between Monroe County, Florida (the "Issuer" or the "County") and BofA Securities, Inc. (the "Representative"), acting on behalf of itself and PNC Capital Markets LLC (together with the Representative, the "Underwriters"). The Purchase Contract provides for the purchase by the Underwriters of$41,340,000 principal amount of Monroe County, Florida Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) (the "Series 2022 Bonds") having the maturities and bearing interest at the rates stated in the Issuer's Official Statement dated August 31, 2022 (the "Official Statement"). The Series 2022 Bonds are being issued under the authority of the laws of the State of Florida, including, particularly Chapter 125, Part 1, and Chapter 332, Florida Statutes, and other applicable provisions of law, and pursuant to Resolution No. 206A-2022 adopted by the Board of County Commissioners of the County(the"Board")on August 17,2022,as supplemented by Resolution No.20613- 2022 adopted by the Board on August 17, 2022 (collectively,the "Resolution"). To the extent that the opinions expressed herein relate to or are dependent upon the determination that the proceedings and actions relating to the authorization, issuance and sale of the Series 2022 Bonds are lawful and valid under the Constitution and statutes of the State of Florida, that the Series 2022 Bonds and the Resolution are valid and legally binding obligations of the parties thereto or that the Series 2022 Bonds and the interest thereon are excluded from gross income of the owners thereof for federal income tax purposes, we understand that you are relying upon the approving opinion of Nabors, Giblin & Nickerson, P.A. ("Bond Counsel"), dated the date hereof which is in substantially the form and substance set forth in Appendix E to the Official Statement and a supplemental opinion of Bond Counsel, addressed to the Underwriters, dated the date hereof which further provides that the Underwriters may rely on said final approving opinion of Bond Counsel as if it were addressed to them. We also understand that you are relying upon the opinions rendered on the date hereof of Bryant Miller Olive P.A. ("Disclosure Counsel") and the County Attorney, addressed to the Underwriters and the Issuer. www,gray-robiiison.coni GRAYROBINSON PROFESSIONAL ASSOCIATION September 15, 2022 Page 2 In rendering this opinion we, as your counsel, have relied upon such opinions of the County Attorney, Bond Counsel and Disclosure Counsel. We have also made such investigations and have examined such other resolutions, certificates and documents as we have deemed relevant and necessary in connection with the opinions expressed below. In our examination, we have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity of originals of documents submitted as copies. Based on our examination of such documents and our familiarity therewith and having regard to legal questions which we deem relevant, it is our opinion that: 1. Under existing law,the Series 2022 Bonds are not subject to the registration requirements of the Securities Act of 1933,as amended. 2. Under existing law, the Resolution is exempt from the qualification requirements of the Trust Indenture Act of 1939, as amended. 3. We have not verified and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement dated August 18, 2022 (the "Preliminary Official Statement") or the Official Statement(and together with the Preliminary Official Statement, the "Official Statements"). We have, however, participated as your counsel in connection with the preparation and review of the Official Statements, generally reviewed and discussed the statements contained therein with certain representatives of the Issuer,the Issuer's Financial Advisor,the County Attorney, the Clerk of the Circuit Court and Comptroller in and for the County, Bond Counsel,Disclosure Counsel,the Airport Consultants and representatives of the Underwriters.In the course of such preparation, review and discussions, no facts have come to our attention which would lead us to believe that the Preliminary Official Statement (excluding any omissions pennitted by Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Rule")), as of its date, or the Official Statement, as of its date or as of the date hereof, contained or contains any untrue statement of a.material fact or omits to state any material fact to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided,however,that we express no opinion regarding any demographic,financial,statistical or operating data, or forecasts, projections, numbers, estimates, assumptions, or expressions of opinion, information concerning the Report of the Airport Consultant contained in Appendix C of the Official Statements or information concerning The Depository Trust Company and the book-entry system for the Series 2022 Bonds contained or incorporated by reference in the Official Statements (including any appendices, schedules, and exhibits thereto),which we expressly exclude from the scope of this opinion. At your request,we have reviewed the Continuing Disclosure Certificate dated the date hereof(the "Continuing Disclosure Certificate")relating to the Series 2022 Bonds.We have assumed the due and valid authorization, execution, and delivery of the Continuing Disclosure Certificate by the Issuer, the due and valid acknowledgement thereof by Digital Assurance Certification,L.L.C.("DAC")and the validity of such Continuing Disclosure Certificate with respect to the Issuer and DAC. We are of the opinion that the Continuing Disclosure Certificate provides a suitable basis for you, in connection with the Offering (as defined in the Rule)of the Series 2022 Bonds,to make a reasonable determination as required by paragraph (b)(5) of the Rule. GRAYROBINSON PROFESSIONAL ASSOCIATION September 15, 2022 Page 3 In rendering the foregoing opinions we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of the signatures appearing upon such public records, certifications, documents and proceedings. We have not been asked to and we are not expressing any opinion herein as to the adequacy or accuracy of the Official Statement pertaining to the offering of the Series 2022 Bonds, or with respect to any other document or agreement entered into by the Issuer or by any other person in connection with the Series 2022 Bonds other than as expressed herein. Our opinions expressed herein are predicated upon present laws, 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. This opinion is being furnished by us as counsel for the Underwriters and is solely for the benefit of the Underwriters and may not be relied upon by anyone other than the Underwriters. Very truly yours, GRAYROBINSON, P.A.