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