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Letter #24/25 02/.,/ ~.. fJ~ tJhw fJ~, tJk ~,y~ ..~ ?Y-.i,.~ ?Y-.i 9~.~ /Yf"~, ,q;~ f~~.. ~~,~~ ~~~ ~,~~ q;~, fJ~ ~ 1f .. il ~,if~~q;~ ~~d~ 29{){)~. ~~ 2{)1 J~ !?JJ~ !?JJ~ ~; y~ SSISI .Y~ (Jo5) .57J-8iOO y~ (J05) S.58-I/I.!.5 September 20, 1996 MB Redevelopment, Inc. 407 Lincoln Road Miami Beach, Florida 33139 Loews Hotels Holding Corporation 667 Madison Avenue 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, Inc., as Tenant, and joined in by the City of Miami Beach for the limited purposes set forth therein (the "Lease") Ladies and Gentlemen: We have acted as special counsel to the City of Miami Beach, a Florida municipal corporation (the "City"), in connection with the Lease and the transactions contemplated thereby or consummated in connection therewith (the "Transactions"). In such capacity and for purposes of rendering our opinion set forth herein, we have 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 corporate and politic (the "Agency"), 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 MB, as Tenant, and joined in by the City for the limited purposes set forth therein; ~fff~fJQO~ 4. Declaration of Covenants and Restrictions by the Agency, as Owner, and joined in by the City for the limited purposes set forth therein; 5. 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 Guarantor, 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 Loews Hotels Holding Corporation, as Buyer. We understand that with respect to title matters you will be relying on the title insurance commitments issued to you by Chicago Title Insurance Company bearing Title Nos. CTR-2404 and CTR-2404A, each dated as of July 25, 1996 and redated as of the date hereof. We 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, we are of the opinion that each of the Transaction Documents is a legal, valid and binding instrument, enforceable against the City in accordance with its terms. In rendering the foregoing opinion, we have assumed, with your consent: i. The genuineness of all signatures, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies, and that all public records reviewed are accurate and complete; 11. The legal capacity of all natural persons executing the Transaction Documents; 2 ~~if~9'0~ iii. That each party to the Transaction Documents is duly organized, validly existing and in good standing under the laws of the state of its organization and that, if such state is other than the State of Florida, such party is qualified to do business in the State of Florida and is in good standing under the laws of the State of Florida; iv. That each party to the Transaction Documents has all requisite power and authority to execute and deliver the Transaction Documents to which it is a signatory and to carry out the transactions contemplated thereby and the covenants and agreements contained therein; v. That the Transaction Documents accurately describe and contain the mutual understanding of the parties; vi. That each of the parties to the Transaction Documents has duly and validly executed and delivered each Transaction Document to which such party is a signatory ; vii. That no consents, permissions or authorizations are required in connection with the execution and delivery of the Transaction Documents, except for any such consents, permissions and authorizations that have been obtained; V111. That the obligations of each of the parties (other than the City) under the Transaction Documents are the legal, valid and binding obligations of such party, enforceable against such party in accordance with their respective terms; and ix. 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. We confirm to you that, without undertaking any independent investigation, we are aware of no facts or circumstances which would render false, misleading or inaccurate in any material respect any of the assumptions set forth in (i) through (ix) above with respect to the City or any person executing any of the Transaction Documents on behalf of the City. The opinion set forth above is subject to the following qualifications and limitations: a. The enforceability of the Transaction Documents may be subject to or limited by federal and state bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally and by judicial decisions with respect to such laws; b. The enforceability of the Transaction Documents is subject to general principles of equity and the discretion of courts in granting specific remedies; and 3 ~~,~~g@~ c. The enforceability of the Transaction Documents is further subject to the qualification that certain waivers, procedures, remedies, and other provisions of the Transaction Documents may be unenforceable under or limited by the law of the State of Florida; however, such law does not, in our opinion, substantially prevent the practical realization of the benefits intended by the Transaction Documents. The opinions expressed in this letter are based upon the law in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision, or otherwise or if we become aware after the date of this letter of any facts that might change the opinions expressed above. We 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 under the Transaction Documents without, in each instance, our prior written consent. Very truly yours, S9V1rl"( .r~~ ~ ~ DOB:I04984.DOCS.MIAMI]OPINION _SSD _CITY.4 4 02L./~.. -6~ tlk -6~, tlkp ~, 3"~ ~ ?Y-A-, .A~ ?Y~ g;~, -4na ~~, !>>-f3. f~~.. :?Jj~, :?Jj~ :?Jj~ ~nr7 ~, C,~nd g;~, -6~ ~ 1-:/. ~, ,/ (~'~ oJ ~,~f#g~ -(j~d~ 29()()~' -(j~ 2()1 fcad YJ~ YJ~ ~; y~ ""1"1 y~ (305) 577-8700 3~ (105) .J58-I/I~5 September 20, 1996 MB Redevelopment, Inc. 407 Lincoln Road Miami Beach, Florida 33139 St. Moritz Hotel Corp. 407 Lincoln Road Miami Beach, Florida 33139 Loews Hotels Holding Corporation 667 Madison Avenue New York, New York 10022 Loews Miami Beach Operating Company, Inc. 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, Inc., as Tenant, and joined in by the City of Miami Beach for the limited purposes set forth therein (the "Lease") Ladies and Gentlemen: We have acted as special counsel to the Miami Beach Redevelopment Agency, a Florida public body corporate and politic (the "Agency"), in connection with the Lease and the transactions contemplated thereby or consummated in connection therewith (the "Transactions"). In such capacity and for purposes of rendering our opinion set forth herein, we have 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: ~,r:/~B'fi?~ 1. The Lease; 2. Hotel Development Agreement between the Agency, as Owner, and MB Redevelopment, Inc., a Florida corporation ("MB"), as Developer, and joined in by the City of Miami Beach, a Florida municipal corporation (the "City"), for the limited purposes set forth therein; 3. Garage Development Agreement between the Agency, as Owner, and St. Moritz Hotel Corp., a Florida corporation ("SMHC"), as Developer; 4. Garage Easement Agreement between the Agency, as Owner, and MB, as Grantee; 5. Declaration of Condominium for Loews Miami Beach Hotel, a Condominium, between the Agency and MB, as Co-Dec1arants; 6. Condominium Unit Lease between the Agency, as Owner, and MB, as Tenant, and joined in by the City for the limited purposes set forth therein; 7. Bill of Sale between the Agency, as Grantor, and MB, as Grantee; 8. Declaration of Covenants and Restrictions by the Agency, as Owner, and joined in by the City for the limited purposes set forth therein; 9. Beach Easement by the Agency and the City; 10. Attornment Agreement among the Agency, MB and Loews Miami Beach Hotel Operating Company, Inc.; 11. Master Lease between the Agency, as Landlord, and MB, as Tenant, and joined in by the City for the limited purposes set forth therein; and 12. Stock Purchase Agreement between the Agency, as Stockholder, and Loews Hotels Holding Corporation, as Buyer. We understand that with respect to title matters you will be relying on the title insurance commitments issued to you by Chicago Title Insurance Company bearing Title Nos. CTR-2404 and CTR-2404A, each dated as of July 25, 1996 and redated as of the date hereof. We 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. 2 ~,r/~fjc~~ Based upon the foregoing, and subject to the assumptions, qualifications and exceptions herein contained, we are of the opinion that each of the Transaction Documents is a legal, valid and binding instrument, enforceable against the Agency in accordance with its terms. In rendering the foregoing opinion, we have assumed, with your consent: i. The genuineness of all signatures, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies, and that all public records reviewed are accurate and complete; 11. The legal capacity of all natural persons executing the Transaction Documents; 111. That each party to the Transaction Documents is duly organized, validly existing and in good standing under the laws of the state of its organization and that, if such state is other than the State of Florida, such party is qualified to do business in the State of Florida and is in good standing under the laws of the State of Florida; iv. That each party to the Transaction Documents has all requisite power and authority to execute and deliver the Transaction Documents to which it is a signatory and to carry out the transactions contemplated thereby and the covenants and agreements contained therein; v. That the Transaction Documents accurately describe and contain the mutual understanding of the parties; vi. That each of the parties to the Transaction Documents has duly and validly executed and delivered each Transaction Document to which such party is a signatory; vii. That no consents, permissions or authorizations are required in connection with the execution and delivery of the Transaction Documents, except for any such consents, permissions and authorizations that have been obtained; V111. That the obligations of each of the parties (other than the Agency) under the Transaction Documents are the legal, valid and binding obligations of such party, enforceable against such party in accordance with their respective terms; and ix. That each person, other than the Agency, executing and entering into any of the Transaction Documents, whether individually or on behalf of an entity, is duly authorized to do so. 3 ~,Rf~fjc0~ We confirm to you that, without undertaking any independent investigation, we are aware of no facts or circumstances which would render false, misleading or inaccurate in any material respect any of the assumptions set forth in (i) through(ix) above with respect to the Agency or any person executing any of the Transaction Documents on behalf of the Agency. The opinion set forth above is subject to the following qualifications and limitations: a. The enforceability of the Transaction Documents may be subject to or limited by federal and state bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally and by judicial decisions with respect to such laws; b. The enforceability of the Transaction Documents is subject to general principles of equity and the discretion of courts in granting specific remedies; and c. The enforceability of the Transaction Documents is further subject to the qualification that certain waivers, procedures, remedies, and other provisions of the Transaction Documents may be unenforceable under or limited by the law of the State of Florida; however, such law does not, in our opinion, substantially prevent the practical realization of the benefits intended by the Transaction Documents. The opinions expressed in this letter are based upon the law in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision, or otherwise or if we become aware after the date of this letter of any facts that might change the opinions expressed above. We 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 under the Transaction Documents without, in each instance, our prior written consent. Very truly yours, >'tv'.c, f~~J r ~ DOB:I04984.DOCS. MIAMIIOPINION _ SSD _AGENCY.4 4