L Opinion of Bond Counsel
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June 28, 1999
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408
Re: $3,941,059 City of Miami Beach, Florida Non-Ad Valorem Revenue Note, Series
1999
We have examined the transcript of proceedings (the "Transcript") relating to the issuance
by the City of Miami Beach, Florida (the "City") of its $3,941,059 principal amount of City of
Miami Beach, Florida Non-Ad Valorem Revenue Note, Series 1999 (the "Note").
The Note is issued pursuant to the Constitution and laws of the State of Florida, including
Chapter 166, Florida Statutes, and the City Charter, Resolution No. 98-22891, adopted by the
Mayor and City Commission of the City on September 9, 1998, as amended by Resolution No. 99-
23220, adopted by the Mayor and City Commission of the City on June 23,1999 (collectively, the
"Resolution"), to pay the costs of the Project (as defined in the Resolution).
The documents in the Transcript examined include a certified copy of the Resolution. Based
on this examination, we are of the opinion that, under existing law:
1. The interest on the Note is excluded from gross income for federal income tax purposes
under Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and is not an
item of tax preference under Section 57 ofthe Code for purposes of the federal alternative minimum
tax imposed on individuals and corporations.
Under the Code, a portion of the interest on the Note earned by certain corporations (as
defined for federal income tax purposes) may be subject to a corporate alternative minimum tax,
and interest on the Note may be subject to a branch profits tax imposed on certain foreign
corporations doing business in the United States and to a tax imposed on excess net passive income
of certain S corporations.
In giving the foregoing opinion with respect to the treatment of the interest on the Note and
the status of the Note under the federal tax laws, we have relied upon, and assumed compliance
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Miami ii&;ment #: 2663vI
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L.L.P.
June 28, 1999
Page 2
with, the City's covenants and the accuracy, which we have not independently verified, of the
representations and certifications of the City and the purchaser of the Note contained in the
Transcript. The accuracy of certain of those representations and certifications, and the City's
compliance with those covenants, may be necessary for the interest on the Note to be and to remain
excluded from gross income for federal income tax purposes. Failure to comply with certain
requirements subsequent to issuance of the Note could cause the interest on the Note to be included
in gross income for federal income tax purposes retroactively to the date of its issuance.
2. The Note and the income thereon are exempt from taxation under the laws of the State
of Florida, except for estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net
income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended, on interest,
income or profits on debt obligations owned by "corporations," "banks" and "savings associations"
(as such terms are defined in said Chapter 220).
In rendering the foregoing opinions we have assumed the validity and enforceability of the
Note and the accuracy and truthfulness of all public records and of all certifications, documents and
other proceedings examined by us that have been executed or certified by public officials acting
within the scope of their official capacities and have not verified the accuracy or truthfulness
thereof. We have also assumed the genuineness of the signatures appearing upon such public
records, certifications, documents and proceedings.
Except as expressly set forth above, we express no opinion with respect to the Note.
Respectfully submitted,
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Miami Document #: 2663v I