Letter #27
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OFFICE OF THE CITY ATTORNEY
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MURRAY H. DUBBIN
City Attorney
Telephone:
Telecopy:
(305) 673-7470
(305) 673-7002
September 20, 1996
MB Redevelopment, Inc.
407 Lincoln Road
Miami Beach, Plorida 33139
Locws Hotels Holding Corporation
667 Madison A venue
New York. New York 10022
Re: Agreement of Lease, dated as of the date hereof, between MIami
Beach Redevelopment Agency, as Owner, and MB Redevelopment,
lac., as Tenant, and joined In by the City of Miami Beach for the
Umlted purpoleS set forth therein (the "Lessell)
Ladies and Gentlemen:
I am the City Attorney of the City of Miami Beach, a Florida municipal
corporation (the "City"), and, in such capacity, I have represented the City in connection
with the Lease and the transactions contemplated thereby or consummated in connection
therewith (the "Transactions"). For purposes of rendering my opinions set forth herein, r
have, in my capacity as City Attorney of the City, reviewed originals or copies of the
following documents (the "Transaction Documents"), all of which are dated as of the date
hereof and are being executed in connection with the Transactions:
1.
The Lease'
, .
2. Hotel Development Agreement between the Miami Beach Redevelopment Agency, a
Florida public body coIpOrate and politic (the "A&encylt), as Owner, and MB
Redevelopment, Inc., a Florida corporation ("MB"), as Developer. and joined in by the City
for the limited purposes set forth therein;
3. Condominium Unit Lease between the Agency, as Owner. and MH, as Tenant. and
joined in by the City for the limited purposes set forth therein;
1700 Convention Center Drive - Fourth Floor - Miami Beach, Florida 33139
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4. Declaration of Covenants and Restrictions by the Agency, as Owner, and joined in by
the City for the limited purposes !let forth therein:
S. Beach Easement by the Agency and the City;
6. Master Lease between the Agency, as Landlord, and MB, as Tenant, and joined in by
the City for the limited purposes set forth therein;
7. Quit-Claim Deed from the City, as Grantor, to the Agency, as Grantee;
8. Convention Center Agreement between the City, as Owner, and MB, as Hotel Owner;
9. Completion Guarantee from the City, as Gwmmtor, to MB, as Tenant;
10. Garage Easement Guarantee from the City, as Guarantor, to MB, as Grantee; and
11. Stock: Purchase Agreement Guarantee from the City, as Guarantor, to Locws Hotels
Holding Corporation. as Buyer.
I have also examined such certificates of public officials, corporate or organizational
documents and records and other certificates and insttuments and made such inquiries of law
and fact and of the officers and officials of the City as I have deemed nec:cssary for the
purpose of rendering this opinion.
I understand that with respect to title matters you will be relying on the title insurance
comTTlIfn1ents issued to you by Chicago Title Insurance Company bearing Title Nos. CTR-
2404 and CTR-2404A elated as of July 25, 1996 and redated as of the date hereof. I have
not made any investigation of, and do not express an opinion with respect to, any matters of
title to or the description of any property (whether real, personal or mixed) or the creation,
perfection, enforceability or priority of leases, liens or other encumbrances.
Based upon the foregoing, and subject to the assumptions, qualifications and
exceptions herein contained, I am of the opinion that: .
a. The City is a municipal corporation, duly organized, validly existing and in
good. standing under the laW! of the State of Florida.
b. The City has all requisite power and authority to execute and deliver the
Transaction Documents and to cany out the transactions contemplated thereby and the
covenants and agreements contained therein.
c. The individuals executing the Transaction Documents on behalf of the City
have all requisite power and authority to execute and deliver the Transaction Documents on
behalf of the City and to bind the City thereto, and have been duly authorized and
. empowered to do so.
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Office of the City Attorney -- 1700 Convention Center Drive -- Fourth Floor -- Miami Beach, FL 33139
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d. There is no provision in the charter or code of the City or in any of the laws
establishing the existence or governing the operation of the City (the "Authority Laws and
Documents ") that prohibits the City from enteralg into and carrying out its obligations under
the Transaction Documents.
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e. All of the Transaction Documents have beeD. duly executed and delivered by
the City, and, under the Authority Laws and Documents, no consents, permissions or
authorizations arc required from any other parties in connection with the execution and
delivery of the Transaction Documents, except for any such consenL~, permissions and
authorizations that have be=n obtained.
f. The exeC'tltion and delivery of the Transaction Document:! by the City and the
performance of the City's obligations under the TraILiacticn Documents will r:.ot violate,
ccDflict with or result in the breach of the provisions of, or constitute a material default
under, (i) the Authority Laws and Documents or any other agreement or instrument to which.
the City or any of its properties or other assets is bound, or (ll) any court decree or order of
any governmental body biDding the City or any law, role, regulation or ord;n~nce applicable
to the City.
g. I do not have any actual knowledge of any actions, procaanings or
investigations pending or threatened against the City that would materially adversely affect
the validity of any of the Transaction Documents, or the transactions contemplated tb.ereby,
or which would, if decided adversely to the City. materially adversely affect the ability of the
City to fulfill its obligations under the Transaction Documents.
In rendering the foregoing opinions, I have assumed, with your consent:
i. The genuineness of all signatures (other than those of officers and
officials of the City), the authenticity of document8 submitted as originals and the comormity
to originals of documents submitted as copies, and that aU public records reviewed are
accurate and complete;
Documents;
ii. The legal capacity of all natural persons executing the Transaction
w. That the Transaction Documents ac~tely describe and contain the
mumal undent~ndi'1g of the parties;
iv. That each of the parties to the Transaction Documents. other than the
City, has duly aDd validly executed and delivered each such instrument, document and
agreement to be executed in connection with the Transactions to which such party is a
signatory, and such party's obligations set forth in the Transaction DocumentS are its legal,
valid and binding obligations, enforceable in accordance with their respective terms; and
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Office of the City Attorney -- t 700 Convention Center Drive -- Fourth Floor -- Miami Beach, FL 33139
v. That each person, other than the City. executing and entering into any
of the Transaction Documents, whether individually or on behalf of an entity. is duly
authorized to do so.
The opinions expressed in this letter arc based upon the law in effect on the date
hereof, and I assume no obligation to revise or supplement this opinion should such law be
changed by legislative action, judicial decision, or otherwise or if I become aware after the
date of this letter of any facts that might change the opinions expressed above. r express no
opinion with respect to the effect of any law other than the laws of the State of Florida and
the laws of the United States of America; provided, however, that no opinion is expressed
with respect to federal securities laws or state securities or "blue sky" laws.
The opinions expressed in this letter may not be relied upon by or quoted to any
person or entity other than you and your permitted successors and permitted assigns UDder
the Transaction Documents without, in each instance, my prior written COIlSCnt.
Very ttuly yours,
~!:t!~~
Y~~;1cy
llllB:to'-.DDCS.NlAMI]OPINJON".A'lTOaMIlT.4
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Office of the City Attorney -- 1700 Convention Center Drive -- Fourth Floor -- Miami Beach, FL 33139