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6.1 Approving 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 T) (850)224-4073 Fax '4 Tampa,Florida 33607 Giblin (813)281-2222 Tel PLANTATION (813)281-0129 Fax P.A. 8201 Peters Road Ni cke rs o n Suite 1000 Plantation,Florida 33324 (954)315-0268 Tel September 15, 2022 Board of County Commissioners of Monroe County, Florida Key West, Florida Commissioners: We have examined a record of proceedings relating to the issuance of $41,340,000.00 aggregate principal amount of Monroe County, Florida Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) (the "Series 2022 Bonds"). The Series 2022 Bonds are 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 (the "Board") of Monroe County, Florida (the "County") on August 17, 2022, as supplemented by Resolution No. 20613-2022, adopted by the Board on August 17, 2022 (collectively, the "Resolution"). The Series 2022 Bonds are dated and shall bear interest from their date of delivery, except as otherwise provided in the Resolution. The Series 2022 Bonds will mature on the dates and in the principal amounts, and will bear interest at the respective rates Per annum, as provided in the Resolution and set forth in the Contract of Purchase executed in connection with the sale of the Series 2022 Bonds (the "Purchase Agreement"). Interest shall be payable on each April 1. and October 1, commencing on April 1, 2023. The Series 2022 Bonds shall be subject to redemption prior to maturity in accordance with the Resolution and as set forth in the Purchase Agreement. The Series 2022 Bonds are being issued for the principal purpose of financing certain capital improvements to the Key West International Airport, as more particularly described in the Resolution. As to questions of fact material to our opinion, we have relied upon the representations contained in the Resolution and in the certified proceedings relating thereto and to the issuance of the Series 2022 Bonds and other certifications of public officials furnished to us in connection therewith without undertaking to verify the same by Board of County Commissioners of September 15, 2022 Monroe County, Florida Page 2 independent investigation. Furthermore,we have assumed continuing compliance with the covenants and agreements contained in the Resolution. We have not undertaken an independent audit, examination, investigation or inspection of the matters described or contained in any agreements, documents, certificates,representations and opinions relating to the Series 2022 Bonds, and have relied solely on the facts, estimates and circumstances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. Based upon the foregoing, under existing law, we are of the opinion that: 1. The County is a duly created and validly existing political subdivision of the State of Florida. 2. The County has the right and power under the Constitution and Laws of the State of Florida to adopt the Resolution, the Resolution has been duly and lawfully adopted by the County, is in full force and effect and is valid. and binding upon the County in accordance with its terms, and no other authorization for the Resolution is required. The Resolution creates the valid pledge which it purports to create of the Pledged Funds (as such term is defined in the Resolution), subject to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution. 3. The County is duly authorized and entitled to issue the Series 2022 Bonds and the Series 2022 Bonds have been duly and validly authorized and issued.by the County in accordance with the Constitution and laws of the State of Florida and the Resolution. The Series 2022 Bonds constitute valid and binding obligations of the County as provided in the Resolution, are enforceable in accordance with their terms and the terms of the Resolution and are entitled to the benefits of the Resolution and the laws pursuant to which they are issued. The Series 2022 Bonds do not constitute a general indebtedness of the County or the State of Florida or any agency, department or political subdivision thereof, or a pledge of the faith and credit of such entities, but are payable from the Pledged Funds in the manner and to the extent provided in the Resolution. No holder of the Series 2022 Bonds shall ever have the right to compel the exercise of any ad valorem taxing power of the County or the State of Florida or any political subdivision, agency or department thereof to pay the Series 2022 Bonds. 4. Under existing statutes, regulations, rulings and court decisions, the interest on the Series 2022 Bonds is excluded from gross income for federal income tax purposes, except for any period during which a Series 2022 Bond is held by a "substantial user" of Board of County Commissioners of September 15, 2022 Monroe County, Florida Page 3 the facilities financed with proceeds of the Series 2022 Bonds or a "related person" within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Such interest on the Series 2022 Bonds is an item of tax preference for purposes of the federal alternative minimum tax and, with respect to certain corporations, interest on the Series 2022 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on corporations for tax years beginning after December 31, 2022. The opinions set forth above are subject to the condition that the County comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2022 Bonds in order that interest thereon be (or continues to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Series 2022 Bonds to be so included in gross income retroactive to the date of issuance of the Series 2022 Bonds. The County has covenanted in the Resolution to comply with all such requirements. Ownership of the Series 2022 Bonds may result in collateral federal tax consequences to certain taxpayers. We express no opinion regarding such federal tax consequences arising with respect to the Series 2022 Bonds. It should be noted that, except as may expressly be set forth in an opinion delivered by us to the underwriters (on which opinion only they may rely) for the Series 2022 Bonds on the date hereof, we have not been engaged or undertaken to review (1) the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Series 2022 Bonds and we express no opinion relating thereto, or (2) the compliance with any federal or state law with regard to the sale or distribution of the Series 2022 Bonds and we express no opinion relating thereto. The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that the enforceability of the Resolution and the Series 2022 Bonds may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. The opinions set forth herein are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. The only opinions rendered hereby shall be those expressly stated as such herein, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Board of County Commissioners of September 15, 2022 Monroe County, Florida Page 4 We have examined the form of the Series 2022 Bonds and, in our opinion, the form of the Series 2022 Bonds is regular and proper. Respectfully submitted, AA'