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102(a) Opinion of Borrower - Guarantor's Counsel (Stearns Weaver) Museum Tower 150 West Flagler Street, Suite 2200 Miami, FL 33130 (305) 789-3200 stearnsweaver.com December 15, 2023 Housing Finance Authority of Miami-Dade County, Florida 7855 NW 12th Street, Suite 1020 Miami, FL 33126 The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, FL 32256 Florida Housing Finance Corporation 227 North Bronough Street, Suite 5000 Tallahassee, FL 32301 Attention: Executive Director AmeriNat® 17633 Ashley Drive Panama City Beach, FL 32413 Pillsbury Winthrop Shaw Pittman LLP 909 Fannin Street, Suite 2000 Houston, TX 77010 Nabors, Giblin & Nickerson P.A. 1500 Mahan Drive, Suite 200 Tallahassee, FL 32308 Akerman LLP 50 N. Laura Street, Suite 2500 Jacksonville, FL 32202-3646 Wells Fargo Bank, National Association 1752 Pinnacle Drive, 7th Floor McLean, VA 22102 RBC Capital Markets, LLC 100 2nd Avenue South, Suite 800 St. Petersburg, FL 33701 Citibank, N.A. 388 Greenwich Street, Trading 4th Floor New York, NY 10013 Attn: Transaction and Asset Management Group Bank of America, N.A. 101 East Kennedy Blvd., 6th Floor P.O. Box 31590 Tampa, Florida 33602 Mail Stop: FL1-400-06-13 Attention: CREB Loan Administration Re: $32,500,000.00 loan (the “Loan”) from the Housing Finance Authority of Miami-Dade County, Florida (“Lender”), to Vista Breeze, Ltd., a Florida limited partnership (“Borrower”), assigned to The Bank of New York Mellon Trust Company, N.A., a national banking association (“Fiscal Agent”) Ladies and Gentlemen: December 15, 2023 Page 2 You have requested our opinion as legal counsel for the following parties in connection with the above referenced Loan: (i) Howard D. Cohen, individually (“Individual Guarantor”), and (ii) Howard D. Cohen as trustee of the Howard D. Cohen Revocable Trust U/A/D April 6, 1993 (the “Cohen Trust”). Individual Guarantor and Cohen Trust are sometimes collectively referred to herein as the “Guarantors”; and collectively with the Borrower, the “Loan Parties.” This opinion letter has been prepared and is to be construed in accordance with the Report on Third-Party Legal opinion Customary Practice in Florida, issued by the Business Law Section of the Florida Bar, dated December 3, 2011, as amended by “First Supplement” thereto, dated July 24, 2021 (collectively, the “Report”). The Report is incorporated by reference into this opinion letter. In our capacity as such counsel, we have examined the following documents that evidence and secure the Loan (collectively, the “Documents”): 1. Construction Phase Project Loan Note executed by Borrower in favor of Lender (“Note”); 2. Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing executed by Borrower in favor of Lender (“Mortgage”); 3. Construction Loan Servicing Agreement executed by and among Borrower, Lender, AmeriNat®, a Minnesota limited liability company (“HFA Servicer”), and Fiscal Agent; 4. Guaranty Agreement executed by Guarantor in favor of Bank o f America, N.A., a national banking association (“BoA”); 5. Absolute and Unconditional Guaranty of Completion execut ed by the Loan Parties, Borrower, APC Vista Breeze, LLC, a Florida limited liability company (“GP”), Vista Breeze HACMB, INC., a Florida not-for-profit corporation (“VBHACMB”), Atlantic Pacific Communities, LLC, a Delaware limited liabilit y company (“APC”), APC Vista Breeze Development, LLC, a Florida limited liability company (“APCVB”), HACMB Development, LLC, a Florida limited liability company (“HACMBD”), in favor of Lender and Fiscal Agent; 6. Absolute and Unconditional Guaranty of Recourse Obligations executed by the Loan Parties, Borrower, GP, VBHACMB, APC, APCVB and HACMBD in favor of Lender and Fiscal Agent; December 15, 2023 Page 3 7. Absolute and Unconditional Guaranty of Operating Deficits executed by the Loan Parties, Borrower, GP, VBHACMB, APC, APCVB and HACMBD in favor of Lender and Fiscal Agent; 8. Environmental Indemnification and Release Agreement execut ed by the Loan Parties in favor of BoA; 9. Fee Guaranty and Environmental Indemnity Agreement executed by and among the Loan Parties, Borrower, GP, VBHACMB, APC, APCVB, HACMBD, Lender and Fiscal Agent; 10. Payment Guaranty executed by Cohen Trust in favor of Cit ibank, N.A., a national banking association; 11. Guarantor’s Affidavit executed by Individual Guarantor in favor of BoA; 12. Guarantor’s Affidavit executed by Cohen Trust in favor of BoA; 13. Insurance Anti-Coercion Statement executed by Borrower in favor of BoA; 14. Assignment of Contracts executed by Borrower in favor of BoA; 15. Assignment of Management Agreement and Subordination of Management Fees executed by Borrower in favor of BoA; 16. Investor Equity Assignment and Security Agreement executed by Borrower in favor of BoA; 17. Collateral Assignment and Pledge of Developer Fees and Security Agreement (APC Vista Breeze Development, LLC) executed by APC Vista Breeze, Development, LLC in favor of BoA; 18. Collateral Assignment and Pledge of Partnership Interests and Security Agreement (APC Vista Breeze, LLC) executed by APC Vista Breeze, LLC in favor of BoA; 19. Assignment of Agreement to Enter into a Housing Assistance Payments Contract executed by Borrower in favor of BoA; 20. Consent to Assignment of AHAP Contract as Security for Financing executed by Borrower and Housing Authority of the City of Miami Beach; 21. Development Budget Certification executed by Borrower and BoA; December 15, 2023 Page 4 22. Land Use Restriction Agreement executed by Borrower for the benefit of Lender and Fiscal Agent; 23. Construction Phase Borrower Loan Agreement by and among Borrower, Lender and Fiscal Agent; 24. Construction Disbursement Agreement by and between Borrower and BoA; 25. Subordination and Intercreditor Agreement (FHFC) joined and consented to by Borrower; 26. Subordination Agreement (City of Miami Beach, Florida) acknowledged and agreed to by Borrower; and 27. Subordination Agreement (Miami-Dade County) acknowledged and agreed to by Borrower. 28. Subordination Agreement (Housing Authority of the City of Miami Beach) acknowledged and agreed to by Borrower. The Mortgage covers certain real property (the "Land" or the "Property") more particularly described therein. The Land and the improvements located or to be located on the Land are referred to herein as the "Project." The Documents described in items 4, 5, 6, 7, 8, 9 and 10 above are collectively referred to herein as the “Guaranties.” Additionally, we have reviewed the following: 1. With respect to the Cohen Trust: the Declaration of Trust Establishing the Howard D. Cohen Revocable Trust u/a/d April 6, 1993, as amended by the First Amendment to Howard J. Cohen Revocable Trust Agreement dated May 23, 1996, t he Second Amendment to the Howard D. Cohen Declaration of Trust dated Februar y 29, 2012, the Third Amendment to The Howard D. Cohen Declaration of Trust dated November 21, 2015, and the Restated Trust Agreement dated December 3, 2015 (collectively, the “Trust Documents”). In rendering our opinions herein set forth we have assumed with your permission: 1. that the representations as to factual matters in the Documents, and all other documents referred to in item (1) above are accurate, true and complete (we have made no independent examination of any of the aforesaid matters); 2. that all documents submitted to us as originals are authentic and that all documents submitted to us as certified, conformed or photostatic copies are authentic copies of original December 15, 2023 Page 5 documents, and that the executed Documents to which we will opine will be in the same form as those drafts most recently submitted to us for our review; 3. the genuineness of all signatures, except the signatures of those persons signing on behalf of the Loan Parties; and 4. the legal capacity of all natural persons. Our opinions herein set forth are further qualified to the extent that the validity or enforceability of any provisions in the Documents or of any rights granted to Lender pursuant to any of the Documents may be subject to and limited by: i. the Bankruptcy Code, insolvency, reorganization, moratorium laws and other laws, Florida or federal, now or hereafter in, effect which generally affect the enforcement of creditors rights; ii. Florida and federal constitutional limitations, including notice and due process requirements; iii. the provisions of the Florida Uniform Commercial Code including, without limitation, those regarding waivers by a debtor before default, "self-help" of a secured party, limitations on a secured party's right to purchase collateral at a privat e sale and the requirement of reasonable notification of the time and place of any sale of collateral, commercial reasonableness, the standard of good faith, course of dealing and usage of the trade; iv. general equitable principles, whether considered in a proceeding in equity or at law, including (without limitation): concepts of materiality, reasonableness, good faith and fair dealing; equitable subordination of a creditor's lien or security interest if a creditor exercises excessive control over a borrower; the requirement for mitigation of damages; the appointment of receivers; the requirement of legal proceedings and the court's permission before a mortgagee or secured party may enter, take possession of, or operate property subject to a lien or security interest; and the limitation of specific enforcement of agreements (collectively, the “Equitable Principles Limitation”); v. the provisions of Section 494.0026, Florida Statutes, which provide for the disposition of insurance proceeds received by a lender; vi. the provisions of Section 697.07, Florida Statutes, which require that a mortgagee apply to a court of competent jurisdiction for an adjudication of its rights to rents which have been assigned as collateral for a loan; and vii. the redemption rights of the United States of America under the Federal Tax Lien Act of 1966, as amended; December 15, 2023 Page 6 none of which, in our opinion, render the available remedies inadequate for the practical realization of the benefits of the security intended to be provided by the Documents. Wherever in this opinion letter we state the existence or absence of facts and that statement is qualified by the phrase, "to our knowledge", or a similar phrase, the phrase means that during the course of our representation of the Loan Parties, the attorneys of our firm who have devoted substantive attention to the subject transact ion have no actual knowledge contrary to such statement; the firm has not undertaken any independent investigation to determine the existence or absence of such facts; and, no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Loan Parties, nor from information which may be a matter of public record. We express no opinion as to: a. the validity or enforceability of any provisions in the Documents to the extent that such provisions purport to waive any requirement of diligent performance or other care on the part of the Lender with respect to the recognizability or preservation of the Loan Parties’ rights to or interest in any property subject to the liens and security interests granted thereby; b. any provisions in the Documents wherein the Loan Parties covenant to take action, the taking of which is discretionary with or subject to the approval of a party not a party to the Documents or which is otherwise subject to contingencies, t he fulfillment of which are not within the control of the Loan Parties; c. any taxes applicable to the subject Loan transaction, except as specifically set forth herein; d. the securities or blue sky laws, rules or regulations of the State of Florida; e. the laws of any other state other than the State of Florida; and f. Federal securities laws. Based upon and subject to the foregoing documents, certificates, instruments, assumptions, qualifications and exceptions, and subject to the exceptions and limitations hereinafter set forth, we are of the opinion that: 1. Based solely on the Trust Documents and the Certificate of Trustee and Grantor, a copy of which is attached hereto as Exhibit “A”, the Cohen Trust is a validly existing revocable trust under Florida law, is in full force and effect and the trustee named therein has the power and authority to enter into the Guaranties. December 15, 2023 Page 7 2. The Individual Guarantor is not a minor, nor has he been judicially declared incompetent. The Individual Guarantor has full power and authority to enter into and perform his obligations under the Guaranties. 3. The Guaranties have been duly executed and delivered by the Guarantors and constitute the legal, valid and binding obligations of the Guarantors enforceable in accordance with their terms, subject to the Equitable Principles Limitation. 4. The execution and delivery of the Documents by the Guarantors and the consummation of the transactions contemplated therein will not, to our knowledge and based upon the Certificates, a copy of which is attached hereto as Exhibit “A” (collectively, the “Guarantor Certificate”): i. violate any constitutional provision, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which any of the Guarantors is subject, or ii. conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which any of the Guarantors is a party or by which it is bound or to which any of its assets is subject; or iii. violate the Trust Documents. 5. Except as set forth in the Loan Documents, no authorization, consent, approval or other action or consideration by, and no notice to or filing with, any governmental or regulatory authority, body, or instrumentality was or is a prerequisite for the due execution and delivery of the Documents by the respective Guarantors, as applicable, or the performance by the Guarantors of their respective obligations under the Documents. 6. To our knowledge, and in reliance on the searches, the Guarantor Certificate and the schedule of litigation attached thereto (the “Litigation Schedule”), there are no judgments outstanding against either of the Guarantors and there is no pending or threatened action, suit, proceeding or investigation against any of the Guarantors in any judicial forum or before any administrative body, commission or governmental department, the resolution of which could reasonably be expected to have a materially adverse effect on the business, financial condition or property of either Guarantor or the validity or enforceability of any of the Documents, other than those matters described in the Litigation Schedule. 7. To our knowledge, and in reliance on the Guarantor Cert ificate, neither of the Guarantors is in violation of any law, rule, regulation, ordinance or order of any court or federal, state, municipal or other governmental agency or instrumentalit y, which would result in an adverse change in the business or financial condition of the Guarantors or would adversely affect their December 75,2023 Page 8 abilities to perform any of their obligations under the respective Documents to which they are parties. This Opinion is intended solely for the benefit of you, and any successor holder of the Note, including a trustee in connection with a securitization, and your legal counsel, and solely in connection with the subject Loan transaction. This Opinion may not be quoted in whole or in part or otherwise referred to, or furnished to any other person except in response to a valid subpoena or as otherwise required by Florida law. No person other than you, and any successor holder of the Note, including a trustee in connection with a securitization, or your legal counsel shall be entitled to rely on this Opinion without our express prior written consent. This Opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Very truly yours, /bdt**%4.il,J--*(1Jtu),/a STEARNS WEAVER MILLERWEISSLERALHADEFF & SITTE n.soN, ne,. EXHIBIT “A” GUARANTOR CERTIFICATE MIAMI * FORT LAUDERDALE = TAMPA * TALLAHASSEE #12242638 v5 #12242638 v5 EXHIBIT “A” GUARANTOR CERTIFICATE #12212218 v2 [Vista Breeze] Opinion Certificate-Guarantor (Cohen Trust) 11.22.2023 41191-0066 1 CERTIFICATE OF GUARANTOR The undersigned, Howard D. Cohen, individually and as Trustee of the Howard D. Cohen Revocable Trust u/a/d April 6, 1993, as reinstated in its entirety pursuant to Restated Trust Agreement dated as of 12/3/15 (the “Trust” and “Guarantor”), does hereby certify to Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (“SWMWAS”) that the following statements are true, correct and complete, and not misleading in any manner: 1. General. This certification is being given by the undersigned for the purpose of inducing SWMWAS to give an opinion on behalf of the Guarantor in connection with the Agreements (as defined below). 2. Definitions. “Agreements” shall mean those agreements, documents and instruments executed by the Guarantor and/or its respective affiliates in connection with the financing and the tax credit syndication all being obtained in connection with the Vista Breeze Apartments (the “Project”). “Affiliate” shall mean: any person directly or indirectly controlling, controlled by or under common control with such person; a person owning or controlling 10 percent or more of the outstanding voting securities or beneficial interests of such person; any officer, director, partner, general trustee or anyone acting in a substantially similar capacity as to such person; and any person who is an officer, director, general partner, trustee, or holder of 10 percent or more of the voting securities or beneficial interests of any of the foregoing. 3. Organization. No formal or informal resolution or decision has been made or paper filed in connection with the dissolution, bankruptcy or insolvency of the Guarantor, or in connection with any similar proceeding for debtor or creditor relief relating to the Guarantor, nor has the undersigned received any notice of any third party making any filing or threatening to make a filing regarding any such proceeding involving such entity, nor to the undersigned’s knowledge, has any circumstance occurred which is likely to lead to any such proceeding involving such entity. No event has occurred which is specified as a dissolution event under any trust agreement #12212218 v2 [Vista Breeze] Opinion Certificate-Guarantor (Cohen Trust) 11.22.2023 41191-0066 2 relating to the Guarantor, the Trustee has not given its written consent to the dissolution of the Guarantor. 4. Powers and Authority. (a) There are no documents, instruments, arrangements or agreements which affect the powers or authority or limit the powers or authority of the Trustee other than the Trust. (b) There is no person or entity, other than as set forth in the Trust, that has any interest or right to any interest in the Trust whatsoever and no person or entity has made any claim or has a right to make any claim to the contrary. (c) All actions taken by the Guarantor or any of their agents in connection with the Agreements have been ratified, confirmed and approved in all respects. 5. Breaches and Defaults. The Trustee has received no notice of any material default or material breach of any contract, agreement or arrangement (whether oral or written, contingent or otherwise) to which it or any of their properties is bound in any capacity, or of any event or circumstance that (with or without notice or passage of time or both) may lead to a material default or material breach of any of such agreements. The Trustee is not in default or breach of any such agreement and the execution, delivery and performance of the Agreements and related documents will not conflict with or otherwise violate or cause any acceleration of rights under any such agreements. 6. Consents. All consents, approvals, permits, or authorizations from governmental and non- governmental (e.g., third party creditors and contractors) persons and entities in connection with the execution, delivery and performance of the Agreements and the consummation of the transactions contemplated by the Agreements have been obtained in writing and have not been revoked. 7. Litigation and Proceedings. There is no pending or, to the undersigned’s knowledge, threatened litigation or other proceeding (civil, criminal, administrative or otherwise) against or involving the Guarantor or its affiliates or otherwise affecting the Guarantor or its Affiliates or their property, which if adversely determined would have a material adverse effect on the ability of the Guarantor to perform its obligations under the Agreements. 8. Judgments and Orders. #12212218 v2 [Vista Breeze] Opinion Certificate-Guarantor (Cohen Trust) 11.22.2023 41191-0066 3 There are no judgments, orders or decrees from any court, tribunal or other governmental authority, affecting the Guarantor or its Affiliates, their property or the development or operation thereof, or any notices that have been received regarding any of the same, which have a material adverse effect on the ability of the Guarantor to perform its obligations under the Agreements. 9. Laws and Regulations. No notices have been received by the Guarantor or its Affiliates which would indicate that the Guarantor or its properties are in violation of any law, rule or regulation and, to the best knowledge of the undersigned, no event or circumstance exists or has occurred which would give rise to such a violation including, without limitation, any event or circumstance in connection with the development or operation of the property or the consummation of the transactions contemplated by the Agreements. Further, the Guarantor has complied with all applicable provisions of state and federal law requiring any declaration, filing, registration and/or qualification by the Guarantor with any governmental authority in connection with such execution, delivery and consummation of the Agreements. 10. Validity. The Guarantor has received no notice of nor is it aware that any provision set forth in the Agreements is contrary or otherwise in violation of public policy or any laws or regulations. 11. Miscellaneous. The Guarantor nor any other partnerships, corporations or other entities in which the Guarantor or any of its Affiliates is a general partner has suffered any material adverse financial consequences which could have a material adverse effect on the ability of the Guarantor to perform its obligations under the Agreements nor are there any pending regulatory compliance matters or pending financial matters which could materially affect the Guarantor. The foregoing is intended only for the benefit of SWMWAS and may not be relied upon by any other person or entity. (SIGNATURES ON FOLLOWING PAGES) DATED effective as of the 15th day of December 9993. ZO Howard D. Cohen, individually and as Trustee of the Howard D. Cohen Revocable Trust w/a/d April 6, 1993, as reinstated in its entirety pursuant to Restated Trust Agreement dated as of 12/3/15 #12212218 v2 [Vista Breeze} Opinion Certificate~Guarantor (Cohen Trust) 11.22.2023 41191-0066 4 15th December