08. Note Counsel Opinion TALLAHASSEE
1500 Mahan Drive 8
Suite TAM PA Nabors Tallahassee,Flor200ida 32308
2502 Rocky Point Drive (850)224-4070 Tel
Suite 1060 (850)224-4073 Fax
Tampa,Florida 33607 iebl sin
(813)281-2222 Tel a PLANTATION
(813)281-0129 Fax 8201 Peters Road
Ni cker sonP.A. Suite 1000
Y 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 execution by Monroe
County, Florida (the "County") of that certain Line of Credit Agreement dated as of
September 15, 2022 (the "Agreement"), between the County and PNC Bank, National
Association ("PNC"). The Agreement is executed and delivered pursuant to the Laws of.'
the State of Florida, including, particularly, Chapter 125, Florida Statutes, and. other
applicable provisions of law (the "Act"), and pursuant to Resolution No. 241-2022 adopted
by the Board of County Commissioners of the County on August 17, 2022 (the
"Resolution").
As to questions of fact material to our opinion, we have relied upon the
representations of the County contained in the Resolution and the Agreement and in the
certified proceedings related thereto and other certifications of public officials furnished to
us without undertaking to verify the same by independent investigation. Furthermore, we
have assumed continuing compliance by the County with the covenants and agreements
contained in the Resolution and the Agreement. 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
Agreement, 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 on the foregoing, under existing law, we are of the opinion that:
1. The County is a duly created and validly existing political subdivision ol"the
State ol"Florida.
Board of County Commissioners September 15, 2022
of Monroe County, Florida
Page 2
2. The County has the right and power under the Constitution and Laws of the
State of Florida to adopt the Resolution and execute and deliver the Agreement, the
Resolution has been duly and lawfully adopted by the County, the Agreement has been
duly and lawfully executed and delivered by the County, and assuming that the Agreement
is valid and binding against PNC, each are in full force and effect in accordance with their
respective terms and are valid and binding upon the County and enforceable in accordance
with their respective terms, and no other authorization for the Resolution or the Agreement
is required. The Resolution and the Agreement create the valid pledge and lien which they
purport to create of the Grant Proceeds, Net Revenues and Eligible PFC Revenues (as
defined in the Agreement), subject to the provisions of the Resolution and the Agreement
permitting the application thereof for the purposes and on the terms and conditions set forth
in the Resolution.
We have not been engaged or undertaken to review (1) the accuracy, sufficiency or
completeness of any offering or disclosure material relating to the Agreement and we
express no opinion relating thereto, or(2)the compliance with any federal or state law with
regard to the sale of the Agreement and we express no opinion relating thereto.
The opinions expressed in paragraph 2 hereof are qualified to the extent that the
enforceability of the Resolution and the Agreement 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. 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.
Respectfully submitted,