K Opinion of the City Attorney
OFFICE OF THE CITY A HORNEY
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MURRAY H. DUBBIN
City Attorney
Telephone:
Telecopy:
(305) 673-7470
(305) 673-7002
June 28, 1999
Florida Power & Light Company
Juno Beach, Florida
Squire, Sanders & Dempsey L.L.P.
Miami, Florida
Re: $3,941,059 City of Miami Beach, Florida Non-Ad Valorem Revenue Note,
Series 1999
Ladies and Gentlemen:
I am the City Attorney for the City of Miami Beach, Florida (the "Issuer"), a municipality of the
State of Florida (the "State"), established pursuant to the Constitution and laws of the State, in
connection with the Issuer's $3,941,059 Non-Ad Valorem Revenue Note, Series 1999 (the "Note").
The Note is authorized to be issued pursuant to the City Charter of the Issuer, Chapter 166, Florida
Statutes, and other applicable provisions of law (the "Act") and Resolution No. 98-22891 of the
Issuer adopted on September 9, 1998, as amended by Resolution No. 99-23220 of the Issuer
adopted on June 23, 1999 (collectively, the "Resolution"), for the purpose of paying the additional
cost attributable to the underground construction of an electric transmission line between 40th Street
and the Venetian Substation of Florida Power & Light Company.(the "Project"). The terms used
herein in capitalized form and not otherwise defined herein have the meaning ascribed to them in
the Resolution. I have examined the law and such certified proceedings and other papers as I deem
necessary to render this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Issuer is duly created and validly existing as a body corporate and politic and a
municipal corporation of the State of Florida. The Issuer has such powers as set forth in the Act
with good, right and lawful authority to, among other things, acquire the Project and to provide funds
therefor through the issuance of the Note, to charge and collect the Non-Ad Valorem Revenues (as
defined in the Resolution), to secure the Note as provided in the Resolution, to adopt the Resolution
and to perform its obligations under the Resolution.
2. The Resolution is a valid resolution of the Issuer, duly adopted by the Issuer at a
meeting duly noticed and held in accordance with the Constitution and laws of the State of Florida
and the Charter of the City of Miami Beach, Florida (the "Charter"), and the Code of the City of
Miami Beach, Florida (the "Code"), and the Resolution remains in full force and effect as of the date
hereof, has not been modified after its date of adoption and, to the best of my knowledge after due
inquiry, no event has occurred that constitutes or would, with the passage of time or the giving of
notice, constitute a default by the Issuer under the terms thereof. The Resolution constitutes a valid
F:\A.1TO\LEVL\BONDs.'fll8L..l.OA'Cl..OIIIDIIGZ!\WfPD
1700 Convention Center Drive -- Fourth Floor -- Miami Beach, Florida 33139
Florida Power & Light Company
Squire, Sanders & Dempsey L.L.P.
June 28, 1999
Page 2
and binding instrument, enforceable against the Issuer in accordance with its terms. The Note has
been duly authorized, executed and delivered by the Issuer, and constitutes the legal, valid and
binding obligation of the Issuer enforceable in accordance with its terms, but payable from and
secured solely by the sources and in the manner provided in the Resolution.
3. To the best of my knowledge after due inquiry, neither the adoption of the Resolution,
compliance by the Issuer with the terms and conditions thereof, nor the execution or the
performance by the Issuer of the Note, will conflict with or result in a breach of any of the terms or
provisions of the Issuer's Charter or Code or of any law in force on the date hereof, or any
regulation, order, writ, injunction or decree of any court or governmental authority, or will result in
a breach of any of the terms or provisions of any agreement or instrument to which the Issuer is a
party or by which it is bound, or in any such case constitutes or will constitute a default thereunder
or results or will result in the creation or imposition of any encumbrance upon any of the properties
or assets of the Issuer.
4. The Issuer has the lawful authority to covenant to budget and appropriate the Non-Ad
Valorem Revenues in the manner provided in the Resolution.
5. There is no litigation pending or, to the best of my knowledge, threatened against
the Issuer (i) seeking to restrain or enjoin the issuance or delivery of the Note or the application of
the proceeds thereof, or the charge or collection of the Non-Ad Valorem Revenues; (ii) contesting
or affecting the authority for the issuance of the Note or the validity, enforceability, or the
performance by the Issuer of the Note, the Resolution, or the transactions contemplated thereunder;
(iii) contesting or affecting the establishment or existence of the Issuer or any of its officers, its ability
to charge or collect revenues, its assets, property or conditions, financial or otherwise, or contesting
or affecting any of the powers of the Issuer, including its power to levy and collect taxes, fees and
other charges; (iv) contesting or affecting the exclusion from gross income of interest on the Note
for federal income tax purposes; or (v) which would have a materially adverse effect upon the
matters provided for or contemplated by the Resolution.
6. No further authorization, approval, consent or other order of any governmental
authority or agency is required on the part of the Issuer for the valid adoption of the Resolution, the
authorization, issuance, sale, execution, delivery and performance of the Note and the
consummation of the transactions contemplated thereby.
The foregoing opinion is qualified to the extent that the rights of the holder of the Note and
the enforceability of the Note and the Resolution may be limited by any bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally heretofore or hereafter
enacted to the extent constitutionally applicable and their enforcement may also be subject to the
exercise of judicial discretion in appropriate cases.
Very truly yours,
UIT. y~.
Cit Attorney
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OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE - MIAMI BEACH, FLORIDA 33139