101. Opinion of County Attorney (executed)COUNTY ATTORNEY
MIAMI-DADE COUNTY, FLORIDA
4884-5043-8536.3
111 NW FIRST STREET
SUITE 2800
MIAMI, FLORIDA 33128-1993
Tel. (305) 375.5151
Fax. (305) 375.5634
December 15, 2023
Housing Finance Authority of
Miami-Dade County, Florida
Miami, Florida
The Bank of New York Mellon
Trust Company, N.A., as Fiscal Agent
Jacksonville, Florida
Bank of America, N.A., it is capacity as
Initial Funding Lender
Fort Lauderdale, Florida
Foley & Lardner LLP
Miami, Florida
Citibank, N.A.
New York, New York
Law Offices of Richard Kuper, P.A.
Miami, Florida
Re: $32,500,000 Housing Finance Authority of Miami-Dade County, Florida,
Multifamily Housing Revenue Note, Series 2023 (Vista Breeze)
Ladies and Gentlemen:
We have acted as counsel to the Housing Finance Authority of Miami-Dade County,
Florida (the “Authority”), in connection with its issuance of the above-referenced note (the
“Governmental Lender Note”). The Governmental Lender Note is being issued pursuant to a
Funding Loan Agreement dated as of December 1, 2023 (the “Funding Loan Agreement”), among
the Authority, Bank of America, N.A. (the “Initial Funding Lender”) and The Bank of New York
Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”), and applicable provisions of
law. All capitalized and undefined terms shall have the meanings ascribed to them in the Funding
Loan Agreement or the Construction Phase Borrower Loan Agreement dated as of December 1,
2023 (the “Borrower Loan Agreement”), by and among the Authority, the Fiscal Agent and Vista
Breeze, Ltd. (the “Borrower”) (the “Borrower Loan Agreement”).
The proceeds of the Governmental Lender Note are to be loaned (the “Loan”) to the
Borrower, by the Authority for the purpose of providing funds to finance the acquisition and
construction of a multifamily housing project located in the City of Miami Beach, Miami-Dade
County, Florida.
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Pursuant to the Borrower Loan Agreement, the Authority has agreed to make a mortgage
loan (the “Project Loan”) to the Borrower for the purpose of providing funds to finance the
acquisition and construction of a multifamily residential housing project located in the City of
Miami Beach, Miami-Dade County, Florida, and known as Vista Breeze (the “Project”).
The Governmental Lender Note is being issued pursuant to the Constitution and laws of
the State of Florida (“State”), including particularly Chapter 159, Part IV, Florida Statutes, as
amended, and other applicable provisions of Florida law (collectively, the “Housing Act”);
Ordinance No. 78-89 enacted by the Board of County Commissioners of Dade County, Florida on
December 12, 1978, as amended by Ordinance No. 11-99 adopted December 6, 2011, pursuant to
the provisions of the Housing Act (collectively, the “Ordinances” and with the Housing Act, the
“Act”); the Resolutions adopted by the Authority on March 28, 2022, as amended and
supplemented on February 27, 2023, and November 13, 2023 (collectively, the “Authority
Resolution”); and Resolution No. R-807-23, adopted by the Board of County Commissioners of
Miami-Dade County, Florida on September 19, 2023, which approved the issuance of the
Governmental Lender Note (the “County Resolution”).
In our capacity as counsel to the Authority in connection with the issuance of the
Governmental Lender Note, we have reviewed: (i) the Act; (ii) the Authority Resolution; (iii) the
County Resolution; (iv) the Funding Loan Agreement; (v) the Borrower Loan Agreement; (vi) the
Land Use Restriction Agreement dated as of December 1, 2023, among the Fiscal Agent, the
Borrower and the Authority; (vii) the Arbitrage Rebate Agreement dated of even date herewith,
between the Authority and the Borrower and acknowledged by the Fiscal Agent; (viii) the
Construction Loan Servicing Agreement dated as of December 1, 2023, among the Authority,
Amerinat®, the Fiscal Agent and the Borrower; (ix) the Assignment of Mortgage and Security
Documents dated as of December 1, 2023, from the Authority to the Fiscal Agent; (x) the
Governmental Lender Note; and (xi) such other documents and matters of law as we have deemed
necessary in connection with the following opinions. The documents listed in (iv) – (x) above are
collectively referred to in this letter as “Authority Documents”.
Based on the foregoing, we are of the opinion that:
1. The Authority is a duly organized public body corporate and politic of the State,
duly organized and validly existing under Florida law with full legal right, power and authority to
(i) adopt the Authority Resolution; (ii) enter into the Authority Documents; (iii) authorize, execute
and deliver the Governmental Lender Note; and (iv) carry out the transactions as contemplated by
the Authority Documents relating to the Governmental Lender Note including, but not limited to,
entering into the Funding Loan Agreement and making the Project Loan.
2. The Authority Resolution and the County Resolution were adopted in the manner
required by law, have not been rescinded, modified or amended since their adoption and constitute
legal and binding obligations of the Authority and the County, respectively.
3. The Governmental Lender Note and the Authority Documents have been duly
authorized, executed and delivered by the Authority, and the Governmental Lender Note and each
of the Authority Documents constitute a legal, valid and binding obligation of the Authority
enforceable against the Authority in accordance with their terms.
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4. The execution and delivery of the Governmental Lender Note and the Authority
Documents and the compliance with the provisions of each, under the circumstances contemplated
by each, do not and will not, to the best of our knowledge, in any material respect, conflict or
constitute on the part of the Authority, a br each or default under any agreement or other instrument
to which the Authority is a party or by which it is bound, or by law, regulation, rule, order or decree
to which the Authority is subject, or any by-laws, rules or regulations of the Authority.
5. All consents, approvals and authorizations required for the authorization,
execution, issuance and delivery of the Governmental Lender Note and the Authority Documents
and to carry out the transactions contemplated by the Governmental Lender Note and each of the
Authority Documents have been obtained.
6. No litigation or other proceeding of any nature is now pending or, to the best of our
knowledge, threatened against or adversely affecting the Authority seeking to restrain or enjoin
the sale, issuance, execution or delivery of the Governmental Lender Note, or in any way
contesting or affecting the validity or enforceability of the Authority Documents or any
proceedings of the Authority taken with respect to the sale or issuance of the Governmental Lender
Note, or the pledge, collection or application of any monies or securities provided for the payment
of the Governmental Lender Note pursuant to the Authority Documents, or the existence, powers
or operations of the Authority.
7. The terms and provisions of the Governmental Lender Note, the Authority
Documents and the Authority Resolution comply in all respects with the requirements of the Act.
The opinions expressed in this letter are generally qualified as follows:
(i) All opinions relating to enforceability with respect to the Authority are subject
to and limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws, in each case relating to or affecting the enforcement of creditors’ rights generally, and
equitable principles that may affect remedies or injunctive or other equitable relief.
(ii) All opinions are predicated upon present laws, facts and circumstances, and we
assume no affirmative obligation to update the opinions if such laws, facts or circumstances change
after the date of this opinion.
(iii) We do not express any opinion concerning any law other than the laws of the
State of Florida. No opinion is expressed as to the requirements of any federal laws which may
govern the issuance, offering and sale of the Governmental Lender Note, except as specifically set
forth in this letter or which may govern the exclusion from gross income for federal income tax
purposes of the interest on the Governmental Lender Note.
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(iv) The opinions expressed in this letter are for the sole benefit of the parties named
above and no other individual or entity may rely upon them without our prior approval or
acknowledgment.
Respectfully submitted,
OFFICE OF THE MIAMI-DADE COUNTY
ATTORNEY
By:
David Stephen Hope