Loading...
6.3 Opinion of Sr. Assistant County Attorney BOARD OF COUNTY COMMISSIONERS County Monroe NMnyor Da viol P icc Distrir,,=1 Mayor ill-o"1 ern Craig ig Cates, District 1 'The RoHda Keys / Michelle Coldiron,District PaMe Scholl,hold, District 3 N % Holly Merrill R rsch rn, District Robert B.Shillinger,County Attorney** Pedro J.Mercado,Senior Assistant County Attorney** Office of the County Attorney Cynthia L.Hall,Senior Assistant County Attorney** 1111 12°i Street,Suite 408 Christine Lunbert-Barrows,Assistant County Attorney** Key West,FL 33040 Derek V.Howard,Assistant County Attorney** (305)292-3470—Phone Peter H.Mors,Assistant County Attorney** (305)292-3516 -Fax Patricia Gables,Assistant County Attorney Joseph X.DiNovo,Assistant County Attorney** James Molenaar,Assistant County Attorney Kelly M. Dugan,Assistant County Attorney **Board Certified in City,County&Local Govt. Law September 15, 2022 Nabors, Giblin & Nickerson, P.A. BofA Securities, Inc., as representative of the Tampa, Florida Underwriters New York, New York Re: $41,340,000 Monroe County, Florida Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) Ladies and Gentlemen: I am the Senior Assistant County Attorney for Monroe County, Florida (the "County") and have participated in various proceedings in connection with the issuance by the County of its $41,340,000 Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) (the "2022 Bonds"), issued pursuant to Resolution No. 206A-2022 adopted by the Board of County Commissioners (the 'Board") on August 17, 2022, as supplemented by Resolution No. 20613-2022 adopted by the Board on August 17, 2022 (collectively, the "Resolution"). The County has entered into the Signatory Agreement (the "Signatory Agreement") with Allegiant Air, American Airlines, Inc., Delta Air Lines, Inc., JetBlue Airways, Silver Airways, and United Airlines Inc. All terms used herein in capitalized form and not otherwise defined herein shall have the same meaning as ascribed to them under the Resolution. In rendering the opinions set forth below, I have examined and have relied upon such agreements, certificates, documents and opinions, including certificates or representations of public officials and other officers or representatives of the various parties participating in this transaction, as I have deemed relevant and necessary. In my examination of the foregoing, I have assumed the genuineness of signatures on all documents and instruments, the authenticity of the documents submitted as originals and the conformity to originals of documents submitted as copies. I am rendering this opinion as a member of the Florida Bar. Based upon and subject to the foregoing, and subject to the qualifications hereinafter expressed, I am of the opinion that: (i) The County is duly organized and validly existing under the Constitution and laws of the State of Florida, and has full legal right, power and authority to adopt the Resolution, which Resolution has been duly adopted by the County, and to execute, deliver and perform its obligations under the Resolution, to authorize, issue and sell the 2022 Bonds and to operate, maintain, collect and enforce the collection of Revenues and PFC Revenues as set forth in the Resolution, to enter into and perform its obligations under the Contract of Purchase dated. August 31, 2022, between BofA Securities, Inc., on behalf of itself and the other underwriter described therein, and the County pertaining to the 2022 Bonds (the "Contract of Purchase") and the Signatory Agreement, and to carry out and consummate all transactions required of it as contemplated by the Contract of Purchase, the Continuing Disclosure Certificate dated August 31, 2022 pertaining to the 2022 Bonds (the "Continuing Disclosure Certificate"),the Official Statement relating to the 2022 Bonds dated August 31, 2022 (together with any supplements and amendments thereto, the "Official Statement"), and the Resolution. (ii) The Resolution and the 2022 Bonds, have been duly approved, authorized, executed and delivered by the County and are in full force and effect on the date hereof and are valid and binding obligations of the County, enforceable in accordance with their terms (except to the extent that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency or similar laws relating to or affecting the enforcement of creditors' rights generally, and to moratorium laws from time to time in effect). (iii) The County has full power and authority to issue the 2022 Bonds; the 2022 Bonds have been duly and validly authorized and issued in accordance with the constitution. and statutes of the State of Florida, including, without limitation, the Act; the 2022 Bonds are legal, valid and binding obligations of the County, enforceable in accordance with their terms and are entitled to the benefits of the Resolution and the Act; and the 2022 Bonds have been duly sold in accordance with all requirements of Florida law. (iv) The Contract of Purchase, the Continuing Disclosure Certificate and the Signatory Agreement have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the County enforceable in accordance with their respective terms (except to the extent that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency or similar laws relating to or affecting the enforcement of creditors' rights generally, and to moratorium laws from time to time in effect). (v) The adoption of the Resolution, the execution and delivery of the Bonds, the Contract of Purchase, the Continuing Disclosure Certificate and the Signatory Agreement (collectively, the "County Documents") and the consummation of the transactions contemplated thereby, and the compliance with the provisions thereof, will not conflict with or constitute on the part of the County a breach of or a default under any existing (a) laws of the State of Florida or any department, division, agency or instrumentality thereof or of the United States to which the County is subject, or (b) court order, consent decree, agreement, resolution or instrument to which the County is a party or may otherwise be subject or (c) aviation laws, rules and regulations, including regulations promulgated by the Federal Aviation Administration to which the County is subject, which in each of(a), (b) and (c) such contravention, violation, breach or default would have a material adverse effect on the County's ability to perform under the County Documents. (vi) All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to the perfon-nance by the County of its obligations under the Resolution, the 2022 Bonds, the Contract of Purchase, the Continuing Disclosure Certificate and the Signatory Agreement have been obtained. (vii) There is no litigation or proceeding, pending or to my knowledge threatened, in any way affecting the corporate existence of the County or the titles of the members of the County or to their respective positions, or seeking to restrain or to enjoin the issuance, sale or delivery of the 2022 Bonds, or the collection of Revenues of the County pledged or to be pledged to pay the principal of and interest on the 2022 Bonds, or the pledge thereof or of any of the other Pledged Funds, or in any way contesting or affecting the validity or enforceability of the 2022 Bonds, the Resolution, the Contract of Purchase, the Continuing Disclosure Certificate or any of the Signatory Agreement, or contesting in any way the completeness or accuracy of the Preliminary Official Statement dated as of August 31, 2022 as of its date (except for permitted omissions under Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule")) or the Official Statement as of its date and as of the date hereof, or contesting the powers of the County or its County with respect to the 2022 Bonds, the Resolution, the Contract of Purchase, the Continuing Disclosure Certificate or any of the Signatory Agreement. (viii) The statements contained in the Preliminary Official Statement as of its date (except for permitted omissions under the Rule) and the Official Statement as of its date and as of the date hereof with respect to the County and legal matters (except for (i) the financial and statistical data contained therein, and (ii) the information concerning The Depository Trust Company and its book-entry only system of registration of the 2022 Bonds, as to which no view is expressed) did not and do not, as the case may be, contain any untrue statement of material fact and do not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing opinions are subject to the effect of, and restrictions and limitations imposed by or resulting from bankruptcy, insolvency, debt adjustment, moratorium, reorganization, receivership or other similar laws affecting creditor's rights and judicial discretion and the valid exercise of the sovereign police powers of the State of Florida and of the constitutional power of the United States of America. By use of the word "enforceable" in this opinion, I am not rendering any opinion as to the availability of the remedy of specific performance or other equitable relief. I am an attorney admitted to practice in the States of Florida and, in rendering the opinions expressed herein, I have not passed upon, or purported to pass upon, the laws of any jurisdiction other than the State of Florida and the United States of America. No opinion is expressed as to the exclusion of interest from gross income for Federal income tax purposes or the exemption of interest from state taxes. My opinion is limited in all respects to the laws existing on the date hereof. By providing this opinion to you, I do not undertake to advise you of any changes in the law which may occur after the date hereof or the revise, update or modify this opinion subsequent to the date hereof. Notwithstanding the foregoing, I do not pass upon the applicability of any approvals, consents and orders as may be required under the Blue Sky or securities laws or legal investment laws of any state in connection with the offering and sale of the 2022 Bonds. I am furnishing this opinion to you solely for your benefit and no other person is entitled to rely hereon without my prior consent. This opinion is not to be used, circulated quote or otherwise referred to for any other purpose. Sincerely, Pedro J. Mercad' ol-E Senior Assi County Attorney Monroe County, Florida