6.4 Opinion of BMO P.A. Disclosure Counsel Bryant
AttorricN,s at Urw
Miller
suite 2700
Olive Tampa, 1-1, 33602
Ted 8 13.27 3.6677
Fax 813.223.2705
kv W W.1)rttnanIa vv,C o ryl
September 15, 2022
Monroe County, Florida
Board of County Commissioners
Key West, Florida
Re: $41,340,000 Monroe County, Florida
Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT)
Ladies and Gentlemen:
We have acted as Disclosure Counsel to Monroe County, Florida (the "Issuer"), and not
to any other person, in connection with the issuance of the above-referenced bonds (the
"Bonds"). In providing the statement of belief set forth in the third succeeding paragraph,
reference is made to the Preliminary Official Statement, dated August 18, 2022 (the "Preliminary
Official Statement"), and the Official Statement, dated August 31, 2022 (the "Official Statement").
As Disclosure Counsel, we have reviewed the Preliminary Official Statement and the Official
Statement and certain other documents and have participated in conferences in which the
contents of the Preliminary Official Statement and the Official Statement and other matters were
discussed.
The purpose of our professional engagement was not to establish or to confirm factual
matters set forth in the Preliminary Official Statement and the Official Statement, and we have
not undertaken to verify independently any of such factual matters. To the extent our statement
of belief set forth in the second succeeding paragraph relates to or is dependent upon the
determination that (i) the proceedings and actions relating to the authorization, execution,
issuance, delivery, and sale of the Bonds are lawful and valid under the Constitution and laws
of the State of Florida, particularly Chapter 125, Part 1, and Chapter 332, Florida Statutes, and
other applicable provisions of law (collectively, the "Act"), and Resolution No. 206A-2022 duly
adopted by the Board of County Commissioners of the County (the "Board") on August 17,
2022, as supplemented by Resolution No. 20613-2022 duly adopted by the Board on August 17,
2022, (ii.) the Bonds are valid and legally binding obligations of the Issuer enforceable in
accordance with their terms, or (iii) interest on the Bonds is excluded from the gross income of
the owners of the Bonds for federal income tax purposes, or other tax consequences of owning
the Bonds, we understand that you are relying upon the opinions delivered to you on the date
hereof of Pedro I. Mercado Esq., Assistant County Attorney, and Nabors, Giblin & Nickerson.,
P.A as Bond Counsel, and, with your permission, we have assumed the accuracy of such
Atlanta - Jacksonville 4- Miami - Orlando - Tallahassee - Tampa - Washington, D.C.
Monroe County, Florida
Board of County Commissioners
Key West, Florida
September 15, 2022
Page 2
opinions, have made no independent determination thereof, and no opinion is expressed herein
as to such matters.
In requesting and accepting this letter, you recognize and acknowledge that: (i) the
scope of the activities performed by us described above were inherently limited and do not
encompass all activities that you may be responsible for undertaking in preparing the
Preliminary Official Statement and the Official Statement; (H) such activities relied substantially
on representations, warranties, certifications, and opinions made by your representatives and
others, and are otherwise subject to the matters set forth in this letter; and (iii) while statements
of negative assurance are customarily given to underwriters of municipal securities to assist
them in discharging their responsibilities under the federal securities laws, the responsibilities
of the issuer of such securities under those laws may differ from those of underwriters in
material respects, and this letter may not serve the same purpose or provide the same utility to
you as it would to an underwriter of the Bonds.
Subject to the foregoing and on the basis of the information we gained in the course of
performing the services referred to above, we confirm to you that no facts have come to the
attention.of the attorneys in our firm rendering legal services in connection with this matter that
cause them to believe that the Preliminary Official Statement, as of its date, or the Official
Statement as of its date or as of the date hereof, contains any untrue statement of a material fact
or omits to state any material fact necessary to make the statements made therein, in the light of
the circumstances under which they were made, not misleading; provided, however, we do not
assume responsibility for the accuracy, completeness, or fairness of the statements contained in
the Preliminary Official Statement or Official Statement (including any appendices, schedules,
and exhibits thereto), nor do we express any belief with respect to any demographic, financial,
statistical and operating data, and forecasts, projections, numbers, estimates, assumptions, and
expressions of opinion, and information concerning the report of Newton & Associates and
Ricondo & Associates, Inc. contained in Appendix C thereto, and information concerning The
Depository Trust Company and the book-entry system for the Bonds contained or incorporated
by reference in the Preliminary Official Statement or the Official Statement (including any
appendices, schedules, and. exhibits thereto), which we expressly exclude from the scope of this
paragraph. Further, with respect to the Preliminary Official Statement, we note that our
statement of belief set forth in this paragraph is expressly qualified as to the exclusion of the
offering prices, interest rates, selling compensation, aggregate principal amount, principal
amount per maturity, delivery and payment dates, any other terms or provisions to be
determined in connection with the pricing of the Bonds, ratings and other terms of the Bonds
depending on such matters.
Monroe County, Florida
Board of County Commissioners
Key West, Florida
September 15, 2022
Page 3
This letter is furnished by us solely for your benefit and may not be relied upon by any
other person or entity. We disclaim any obligation to supplement this letter to reflect any facts
or circumstances that may hereafter come to our attention or any changes in the law that may
hereafter occur.
Respectfully submitted,
BRYANT MILLER OLIVE P.A.
(Y1 I Ay- t)j4vj P,A