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102(c) Opinion of Borrower - Guarantor's Counsel (Fox Rothschild) 777 South Flagler Drive Suite 1700 West Tower West Palm Beach, FL 33401 Tel (561) 835-9600 Fax (561) 835-9602 www.foxrothschild.com December 15, 2023 Housing Finance Authority of Miami-Dade County 7855 NW 12th Street, Suite 102 Doral, FL 33126 The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, FL 32256 Re: Housing Finance Authority of Miami-Dade County, Florida Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) Ladies and Gentlemen: We have acted as special counsel to Vista Breeze HACMB, Inc., a Florida not-for-profit corporation (the "Administrative General Partner"), which is the administrative general partner of Vista Breeze, Ltd., a Florida limited partnership (the "Borrower"), and HACMB Development, LLC, a Florida limited liability company (the "Developer" and, together with the Administrative General Partner, the "HACMB Entities" and, each individually, an "HACMB Entity") in connection with the documents identified as "Transaction Documents" on Exhibit A (collectively, the "Transaction Documents") to be entered into in connection with a series of related transactions pursuant to which the Housing Finance Authority of Miami-Dade County (the "HFA") has agreed to make a loan to the Borrower in the maximum aggregate principal amount of $30,800,000 (the "Borrower Loan"). This opinion letter ("Opinion Letter") is being furnished to you at the request of the HACMB Entities. In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Transaction Documents, the Entity Documents (as defined herein) and the documents identified on Exhibit A as "Other Documents Reviewed," each dated as of the date hereof unless otherwise specified. 152511457.3 Housing Finance Authority of Miami-Dade County The Bank of New York Mellon Trust Company, N.A. December 15, 2023 Page 2 The documents in (1) through (4) of Exhibit A are herein referred to collectively as the "Transaction Documents." The documents in (5) through (8) of Exhibit A above are herein referred to collectively as the "Entity Documents." We call to your attention that we have not examined any court, real estate or commercial financing records. We have also made such examination of law as we have deemed necessary for purposes of this Opinion Letter. In our examination, we have assumed the genuineness of all signatures, including signatures made and/or transmitted using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party's handwritten signature, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified or photocopies, the authenticity of the originals of such latter documents, the accuracy and completeness of all documents and records reviewed by us, the accuracy, completeness and authenticity of each certificate issued by any government official, office or agency and the absence of change in the information contained therein from the effective date of any such certificate. We have assumed that each of the parties to the Transaction Documents other than the HACMB Entities parties thereto (the "Other Parties") has satisfied all applicable legal requirements necessary to make the Transaction Documents enforceable against it and has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Transaction Documents against the HACMB Entities. We have also assumed that the conduct of the parties to the Transaction Documents complies with any requirements of good faith, fair dealing and absence of unconscionability, and there has not been any mutual mistake of fact, fraud, duress or undue influence. As to any facts material to our opinions expressed herein, we have relied upon the representations and warranties of the HACMB Entities contained in the Transaction Documents and upon a certificate of an officer of the Administrative General Partner and an officer of the sole member of the Developer with respect to certain factual matters. In this regard, we have assumed the due authorization, execution and delivery of the Transaction Documents by all of the Other Parties thereto, that all of the Other Parties thereto have full power and legal right to enter into the Transaction Documents and to consummate the transactions contemplated thereby, and that each of the Transaction Documents constitutes a legal, valid and binding obligation of each of the Other Parties thereto. We have further assumed that the Borrower Loan Documents (as such term is defined in the Transaction Documents) other than the Transaction Documents are legally binding and enforceable against all parties thereto. To the extent that a statement herein is qualified by the phrases "to our knowledge" or "known to us", or by similar phrases, it is intended to indicate that, during the course of our representation of the HACMB Entities in connection with the Transaction Documents, no Housing Finance Authority of Miami-Dade County The Bank of New York Mellon Trust Company, N.A. December 15, 2023 Page 3 information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm who have rendered substantive legal services in connection with the representation of the HACMB Entities with respect to the Transaction Documents. However, we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this Opinion Letter should not be regarded as such an investigation or review. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the HACMB Entities. This Opinion Letter is limited in all respects to the laws of the United States and the State of Florida. Based upon and subject to the foregoing and the qualifications hereinafter set forth, we are of the opinion that: 1. Based solely upon the Certificate of Status in (9) of Exhibit A, the Administrative General Partner is a not-for-profit corporation organized and in good standing under the laws of the State of Florida and its corporate status is active. 2. Based solely upon the Certificate of Status in (10) of Exhibit A, the Developer is a limited liability company organized and in good standing under the laws of the State of Florida and its limited liability company status is active. 3. Each HACMB Entity: (a) has the power, as set forth in its organizational documents, to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder, (b) has authorized the execution, delivery and performance of the Transaction Documents to which it is a party by all necessary limited liability company, corporate or other action, as appropriate, and (c) has duly executed and delivered the Transaction Documents to which it is a party. 4. The Transaction Documents to which it is a party constitute legal, valid and binding obligations of each HACMB Entity party thereto and are enforceable against each HACMB Entity party thereto in accordance with their respective terms. 5. The execution and delivery by each HACMB Entity of the Transaction Documents to which it is a party and the performance of its obligations thereunder are not prohibited by, and do not violate any applicable federal or Florida laws, or subject such HACMB Entity to any fine, penalty or similar sanction under federal or Florida law or, to our knowledge, any order, rule or regulation of any federal or Florida governmental authority or agency having jurisdiction over such HACMB Entity. Housing Finance Authority of Miami-Dade County The Bank of New York Mellon Trust Company, N.A. December 15, 2023 Page 4 6. The execution and delivery by each HACMB Entity of the Transaction Documents to which it is a party and the performance of its obligations thereunder do not require any approvals from or filings with any governmental authority under any federal or Florida law, other than those approvals previously obtained in connection with the transactions contemplated in the Transaction Documents. We confirm to you that, to our knowledge, except as described in the Transaction Documents, there is no pending action or proceeding before any federal or Florida court in which the HACMB Entities are named defendants that challenges the validity or enforceability of, or seeks to enjoin the performance of, the Transaction Documents. Our opinions expressed above are subject to the following additional qualifications: (a) The opinions expressed herein are qualified to the extent that the validity, binding nature and enforceability of the Transaction Documents may be limited or otherwise affected by: (i) general principles of equity, including without limitation, principles of commercial reasonableness, good faith, and fair dealing, regardless of whether enforceability is considered in a proceeding in equity or at law; (ii) bankruptcy, insolvency, reorganization, fraudulent conveyance (including without limitation the Uniform Fraudulent Transfer Act in Florida and similar provisions of the United States Bankruptcy Code (the "Bankruptcy Code")), arrangement, rehabilitation, liquidation, moratorium, and other similar laws relating to or affecting rights and remedies of creditors and secured parties generally; (iii) state and federal forfeiture laws and similar laws related to illegal drugs, anti-money laundering, terrorist or similar activities; (iv) limitations on the right of a lender to exercise the rights and remedies under the Transaction Documents if it is determined by a court of competent jurisdiction that it cannot be demonstrated that enforcement of the rights and remedies is reasonably necessary for the protection of such lender; and (v) the unenforceability under certain circumstances of provisions indemnifying, or prospectively releasing, a party against liability for its own wrongful or negligent acts or where the release or indemnification is contrary to public policy. (b) Certain rights, remedies and waivers contained in the Transaction Documents and certain limitations of the liability contained therein may be rendered ineffective, or limited, by applicable laws, judicial decisions, constitutional requirements or principles of equity governing such provisions, but such ineffectiveness or limitations under such applicable laws, judicial decisions, constitutional requirements or principles of equity do not, in our opinion, render the Transaction Documents invalid as a whole, and there exist in the Transaction Documents or pursuant to applicable law legally adequate remedies for the realization of the principal benefits purported to be provided by the Transaction Documents, subject to the economic consequences of any delay that may result from applicable laws, rules or judicial decisions or constitutional requirements. Housing Finance Authority of Miami-Dade County The Bank of New York Mellon Trust Company, N.A. December 15, 2023 Page 5 (c) Requirements in any of the Transaction Documents specifying that provisions thereof may be amended or waived only in writing may not be enforced under Florida law to the extent that a subsequent oral agreement modifying provisions of any such agreement or document has been performed. (d) We express no opinion as to the effect of any federal or Florida law, rule or regulation concerning securities, trademarks, patents, copyrights, trade secrets, antitrust, taxes, pollution, hazardous substances or environmental protection, zoning, land use, building, construction, labor, protection of disabled persons, or occupational health and safety in respect of the transactions contemplated by or referred to in any of the Transaction Documents, or as to any statutes, ordinances, administrative decisions, rules or regulations of any county, town, municipality or special political subdivision (whether created or enabled through legislative action at the state or regional level). (e) We express no opinion as to the existence of or title to property or encumbrances thereon, the description of any property or the creation or the perfection of any security interest or the priority of any security interest or the perfection or the priority of any mortgage or other lien. (f) We express no opinion as to the enforceability of: (i) provisions that define, waive or set standards for good faith, reasonableness, fair dealing, diligence or the like; (ii) provisions that provide the right to exercise remedies upon the happening of a non-material breach of the Transaction Documents (including, without limitation, material breaches of non- material provisions thereof); (iii) provisions that govern the election of remedies or provide that remedies are cumulative; (iv) provisions that authorize any party to use force or cause a breach of the peace in enforcing rights or remedies; (v) provisions that release, exculpate or exempt a party from, or require indemnification of a party for, liability for its own action or inaction or provide any indemnity or hold harmless to the extent such indemnity or hold harmless is, with respect to any activity, contrary to public policy; (vi) provisions that require the payment or reimbursement of any fee, cost, expense or other item that is unreasonable in nature or amount; (vii) provisions that waive or restrict the right to a jury trial, specify a means for service of process, specify governing law, select venue or consent to personal jurisdiction; (viii) provisions that authorize the foreclosure or sale of real property without first obtaining a judicial order authorizing such foreclosure; (ix) provisions that purport to establish evidentiary standards; (x) provisions that relate to waiver of remedies (or the delay or omission of enforcement thereof), disclaimers, liability limitations with respect to third parties, releases of legal or equitable rights, discharges or waivers of defenses or liquidated damages; (xi) provisions regarding powers of attorney; (xii) provisions in any guaranty that purport to preserve and maintain the liability of any party thereto despite the fact that the guaranteed obligations are unenforceable due to illegality or the fact that the a lender has voluntarily released the primary obligor's liability for the guaranteed obligations; or (xiii) provisions in the Transaction Documents that impose late payment charges or penalties, and raising the applicable rate of interest in the event of a default Housing Finance Authority of Miami-Dade County The Bank of New York Mellon Trust Company, N.A. December 15, 2023 Page 6 to the extent deemed a penalty by a court of competent jurisdiction or to the extent treated as interest by a court of competent jurisdiction that would result in a violation of the usury laws of the State of Florida. (g) Our opinions in paragraphs 5 and 6 above as to compliance with certain statutes, rules and regulations and as to required permits, consents or approvals of, authorizations by, or registrations, declarations or filings with certain governmental authorities are based upon a review (as limited by (d) above) of those federal and Florida statutes, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents. (h) In rendering this Opinion Letter, we have assumed that: (i) the Other Parties have acted without notice of any defense against the enforcement of any rights created by the transactions contemplated by the Transaction Documents; (ii) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Transaction Documents; (iii) each applicable statute, rule, regulation, order and agency action affecting the parties to the Transaction Documents or the transactions contemplated thereby is valid and constitutional; (iv) all parties to the Transaction Documents will obtain all permits and governmental approvals required in the future, and take all actions similarly required, relevant to the subsequent consummation of any transaction among the parties to the Transaction Documents or relevant to the subsequent performance of any of the Transaction Documents; and (v) the Other Parties will act in accordance with, and will refrain from taking any action which is inconsistent with, the terms and conditions of any of the Transaction Documents. (i) We have assumed that any interest under the Transaction Documents will not be charged, accrued or collected at a rate in excess of that permitted by applicable law. (j) The enforceability of the Transaction Documents may be limited by deficiency judgment laws and the manner and order in which a party seeks to exercise its rights under the Transaction Documents. (k) No opinion is given with respect to the legality, binding nature or enforceability of any confession of judgment, cognovit or similar right of a party to appear for and enter judgment against the Borrower or the Guarantor. (l) No opinion is given with respect to the enforceability of any provision of any Transaction Document that purports to preclude modification of a Transaction Document through conduct, custom or course of performance, action or dealing. Housing Finance Authority of Miami-Dade County The Bank of New York Mellon Trust Company, N.A. December 15, 2023 Page 7 (m) Our opinions are based upon and rely upon the current status of law, and in all respects are subject to and may be limited by future legislation or case law. (n) Our opinion as to the enforceability with respect to an assignment in any Transaction Document assigning to the HFA rights or interests of any HACMB Entity in any (i) contracts or agreements which such HACMB Entity has entered into with third parties or (ii) licenses, permits or approvals issued to any HACMB Entity by any governmental agency, commission or official, is subject to the obtaining of any such consent or approval that is required to make any such assignment effective and which consent or approval has not been obtained at or prior to the closing under the Transaction Documents. (o) We express no opinion regarding any provisions in the Transaction Documents purporting to establish any definite time period as reasonable notice in connection with notice of sale, disposition or other intended actions by the HFA. The opinions expressed herein represent our reasonable professional judgment as to the matters of law addressed herein, based upon the facts presented or assumed, and are not guarantees that a court will reach any particular result. This Opinion Letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. This Opinion Letter is given as of the date hereof, and we expressly disclaim any obligation to update or supplement our opinions contained herein to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur. This Opinion Letter and the opinions contained herein may be relied on by the HFA, The Bank of New York Mellon Trust Company, N.A. (the "Fiscal Agent") and their successors and assigns (as if delivered to any such successors and assigns as of the date hereof) but may not be relied upon by any other person or entity without our prior written consent and may not be used, circulated, furnished, quoted or otherwise referred to for any other purpose without our prior written consent. Very truly yours, EXHIBIT A Transaction Documents: 1. Absolute and Unconditional Guaranty of Operating Deficits dated as of December 1, 2023 among the Borrower, APC Vista Breeze, LLC, a Florida limited liability company (the "Managing General Partner"), Atlantic Pacific Communities, LLC, a Delaware limited liability company ("APC"), APC Vista Breeze Development, LLC, a Florida limited liability company (the "APC Developer"), the Developer, the Administrative General Partner, Howard D. Cohen Revocable Trust Under Agreement Dated 4/6/1993 (the "Cohen Trust"), and Howard D. Cohen, individually ("Cohen"), for the benefit of the HFA and the Fiscal Agent. 2. Absolute and Unconditional Guaranty of Recourse Obligations dated as of December 1, 2023 among the Borrower, the Managing General Partner, APC, the APC Developer, the Developer, the Administrative General Partner, the Cohen Trust and Cohen, for the benefit of the HFA and the Fiscal Agent. 3. Absolute and Unconditional Guaranty of Completion dated as of December 1, 2023 among the Borrower, the Managing General Partner, APC, the APC Developer, the Developer, the Administrative General Partner, the Cohen Trust and Cohen, for the benefit of the HFA and the Fiscal Agent. 4. Fee Guaranty and Environmental Indemnity Agreement dated as of December 1, 2023 by and among the HFA, the Fiscal Agent, the Borrower, the Managing General Partner, the Administrative General Partner, APC, the APC Developer, the Developer, the Cohen Trust and Cohen. Entity Documents: 5. Articles of Incorporation of the Administrative General Partner, filed in the Florida Department of State on February 27, 2023, as amended by those certain Articles of Amendment to Articles of Incorporation filed in the Florida Department of State on April 25, 2023. 6. Bylaws of the Administrative General Partner. 7. Articles of Organization of the Developer, filed in the Florida Department of State on October 14, 2020. 8. Operating Agreement of the Developer entered into by Miami Beach Housing Initiatives, Inc. (the "Sole Member"), in its capacity as sole member, dated effective as of October 14, 2020. Other Documents Reviewed: 9. Certificate of Status for the Administrative General Partner, issued by the Florida Department of State on November 28, 2023. 10. Certificate of Status for the Developer, issued by the Florida Department of State on November 28, 2023. 11. Resolutions of the Board of Directors of the Administrative General Partner dated November 20, 2023. 12. Resolutions of the Board of Directors of the Sole Member, as sole member of the Developer, dated November 20, 2023.