10. County Attorney Opinion R0,-kTZD OF COUNTY CONENIISSIONERS
Msryor Pro 1 cm CI tr',C atu:., District 1
'Fh Florida Keys Michelle Cokliron District 2
James K. Scholl, District 3
1 i Holly Merrill Faschein, Districts
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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 121"Street,Suite 408
Christine Li nibert-Barrows,Assistant County Attorney** Key West,FL 33040
Derek V.Howard,Assistant County Attorney** (305)292-3470—Phone
Peter 1-1.Morris,Assistant County Attorney** (305)292-3516—Fax
Patricia Fables,Assistant County Attorney
Joseph X.DiNovo,Assistant Comity Attorney**
James Molenaar,Assistant County Attorney
Kelly M.Dugan,Assistant County Attorney
**Board Certified in City,County&Local Govt.Law
September 15, 2022
Board of County Commissioners
Of Monroe County, Florida
Key West, Florida
PNC Bank, National Association
Fort Myers, Florida
Re: Line of Credit Agreement dated as of September 15, 2022, between the
County and PNC Bank, National Association
Ladies and Gentlemen:
I am the Senior Assistant County Attorney for Monroe County, Florida, a political
subdivision of the State of Florida (the "Issuer"), and am providing this opinion in
connection with the execution and delivery by the County of the Line of Credit Agreement
dated as of September 15, 2022 (the "Agreement"), between the County and PNC Bank,
National Association ("PNC"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Agreement or Resolution No. 241-2022
adopted by the Board of County Commissioners of Monroe County (the "Board") on
August 17, 2022 (the "Resolution") or in the Agreement.
Based on the foregoing, I am of the opinion that:
l. The Issuer is a duly created and validly existing political subdivision of the
State of Florida and had and has good right and lawful authority under the Constitution and
laws of the State to adopt the Resolution and enter into the Agreement.
2. The Resolution has been duly adopted by the Issuer and is in full force and
effect and has not been amended or repealed as of the date hereof, subject to the extent that
the enforceability of the rights and remedies set forth therein, may be limited by
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bankruptcy, insolvency or other laws affecting creditors' rights, constitutes a valid and
binding obligation of the Issuer enforceable in accordance with its terms.
3. The Issuer has duly authorized, executed and delivered the Agreement and
assuming the due authorization, execution and delivery of the Agreement by PNC, the
Agreement constitutes a legal, valid and binding obligation of the Issuer enforceable
against the Issuer in accordance with its terms (except as enforcement thereof may be
limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors'
rights generally or by such principles of equity as the court having jurisdiction may impose
with respect to certain remedies which require, or may require, enforcement by a court of
equity).
4. The adoption of the Resolution and the execution and delivery of the
Agreement and compliance with the provisions thereof will not conflict with or constitute
a material breach of or default under any existing law, administrative regulation, court
decree, resolution or agreement to which the Issuer is subject and the Issuer has the power
and authority to apply Draw proceeds to finance and refinance the Project as contemplated
by the Agreement, to pledge the Grant Proceeds, Net Revenue and Eligible PFC Revenues
so pledged under the Agreement and to pay debt service on Draws in accordance with the
terms thereof.
5. To the best of my knowledge after due inquiry, all approvals, consents,
authorizations and orders of any governmental authority or agency having jurisdiction in
any matter which would constitute a condition precedent to the performance by the Issuer
of its obligations under the Resolution and the Agreement have been obtained and are in
full force and effect.
6. The Issuer is lawfully empowered to pledge the Grant Proceeds,Net Revenue
and Eligible PFC Revenues in the manner and to the extent provided in the Agreement and
to provide funds to finance and refinance the Costs of the Project.
7. As of the date hereof, there is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency, public board
or body, pending or, to the best of my knowledge, threatened against the Issuer, affecting
or seeking to prohibit, restrain or enjoin the execution of the Agreement or the adoption of
the Resolution or the collection of the Grant Proceeds, Net Revenue and Eligible PFC
Revenues to pay the principal of, premium, if any, and interest on Draws under the
Agreement, or contesting or affecting as to the Issuer the validity or enforceability of the
Act in any respect relating to authorization for the Resolution or the Agreement, or
contesting the powers of the Issuer or any authority for the execution of the Agreement or
the adoption of the Resolution or, except as has been disclosed in writing to PNC Bank,
which could materially adversely impact the financial condition of the Issuer or the Airport.
All of the above opinions as to enforceability of the legal obligations of-the Issuer
are subject to and limited by bankruptcy, insolvency, reorganization, moratorium and
similar laws, in each case relating to or affecting the enforcement of creditors' rights
generally, and other general principles of equity.
Very truly yours, ,
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Pedro J. Mercado, Esq
Senior Assistdrlt County Attorney
Monroe County, Florida