6.2 Supplemental Opinion of Nabors, Giblin & Nickerson, P.A. TALLAHASSEE
1500 Mahan Drive
Suite 200
TAMPA Nabors ''. Tallahassee,Florida 32308
2502 Rocky Point Drive (850)224-4070 Tel
Suite 1060 (850)224-4073 Fax
Tampa,Florida 33607 Gibl Gin
(813)281-2222 Tel PLANTATION
(813)281-0129 Fax P.A. 8201 Peters Road
Nickerson Suite 1000
Plantation,Florida 33324
(954)315-0268 Tel
September 15, 2022
BofA Securities, Inc.
New York, New York
PNC Capital Markets, LLC
Tampa, Florida
Re: $41,340,000 Monroe County, Florida Airport Revenue Bonds
(Key West International Airport), Series 2022 (A MT)
Ladies and Gentlemen:
We have served as Bond Counsel to Monroe County (the "Issuer") in connection
with the issuance and sale of its $41,340,000 Monroe County, Florida Airport Revenue
Bonds (Key West International Airport), Series 2022 (AMT) (the "Bonds"), to BoIA
Securities, Inc. and PNC Capital Markets, LLC (collectively, the "Underwriters") pursuant
to the Contract of Purchase dated August 31, 2022,between the Issuer and the Underwriters
(the "Contract of Purchase") and we have participated in various proceedings related
thereto. Capitalized terms used herein which are defined in said Contract of Purchase shall
have the meanings specified therein.
We have examined, among other things, the Act, the Resolution, the proceedings of
the Issuer with respect to the authorization and issuance of the Bonds, the Official
Statement and the Contract of Purchase, and have made such other examination of
applicable Florida and other laws as we have deemed necessary in giving this opinion.
As to questions of fact material to our opinion, we have relied upon representations
of the Issuer contained in the Resolution and the Contract of Purchase, the certified
proceedings and other certifications of public officials furnished to us, and certifications
furnished to us by or on behalf of the Issuer, without undertaking to verify the sairic by
independent investigation
Based on the foregoing, under existing law, we are of the opinion that:
(a) The Bonds are not subject to the registration requirement of the Securities
Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust
Indenture Act of 1939, as amended.
BofA Securities, Inc. September 15, 2022
PNC Capital Markets, LLC
Page 2
(b) The statements contained in the Official Statement for the Bonds dated
August 31, 2022 (the "Official Statement") under the captions "INTRODUCTION —
Purpose," "-Authorization," "DESCRIPTION OF THE SERIES 2022 BONDS" (excluding
the subsection entitled % Book-Entry Only System") and "SECURITY FOR THE 2022
BONDS" (other than the financial, statistical and demographic information included
therein, as to all of which no opinion is expressed), insofar as such statements purport to
be summaries of certain provisions of the Bonds and the Resolution, constitute a fair
summary of the information purported to be summarized therein. The statements in the
Official Statement on the cover relating to our opinion and under the caption "TAX
MATTERS" are accurate statements or summaries of the matters therein set forth. It should
be noted that such summaries do not purport to summarize all of the provisions of, and are
qualified in their entirety by,the complete documents or provisions which are summarized.
We express no opinion as to the information contained in the Official Statement
other than as provided in paragraph (b) above. The opinions expressed herein are
predicated upon present law, facts and circumstances, and we assume no affirmative
obligation or duty to update the opinions expressed herein if such laws, facts or
circumstances change after the date hereof.
Of even date herewith we have delivered our approving opinion with respect to the
Bonds. This letter shall confirm that you may rely on such opinion as if it were addressed
to you; provided, however, no attorney-client relationship has existed or exists between our
firm and you in connection with the Bonds and by virtue of this opinion letter or our Bond
Counsel Opinion.
We are furnishing this letter to you, as Underwriters of the Bonds, solely for your
benefit. The letter is not to be used, circulated, quoted or otherwise referred to for any
other purpose.
Very truly yours,