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103. Opinion of Counsel to the Fiscal Agent73793622;4 December 15, 2023 Housing Finance Authority of Miami-Dade County, Florida 7855 NW 12th Street, Suite 202 Doral, FL 33126 Bank of America, N.A. 101 Kennedy Boulevard, 6th Floor P.O. Box 31590 Tampa, FL 33602 Mail Stop: FL1-400-06012 Attn: CREB Loan Administration The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Citibank, N.A. 388 Greenwich Street, Trading 4th Floor New York, New York 10013 Re: $32,500,000 Housing Finance Authority of Miami-Dade County, Florida Multifamily Housing Mortgage Revenue Note, Series 2023 (Vista Breeze) (the “Funding Loan Note”) Ladies and Gentlemen: We have acted as counsel to The Bank of New York Mellon Trust Company, N.A., a national banking association, in its capacity as fiscal agent (the “Fiscal Agent”) under the Construction Phase Borrower Loan Agreement dated as of December 1, 2023 (the “Borrower Loan Agreement”), among the Housing Finance Authority of Miami-Dade County, Florida (the “Governmental Lender”), Vista Breeze, Ltd. (the “Borrower”) and the Fiscal Agent, and the Funding Loan Agreement dated as of December 1, 2023 (the “Funding Loan Agreement”), among Bank of America, N.A. (the “Initial Funding Lender”), Governmental Lender and the Fiscal Agent, in connection with a mortgage loan in the original principal amount of $32,500,000 (the “Borrower Loan”) made by Governmental Lender to Borrower under the Borrower Loan Agreement, with the proceeds received from the loan in the original principal amount of $32,500,000 made by the Initial Funding Lender to the Governmental Lender under the Funding Loan Agreement (the “Funding Loan” and together with the Borrower Loan, the “Loan”) on the date hereof (the “Closing Date”), to provide for the financing of a multifamily rental housing development known as Vista Breeze. In that connection we have examined original documents or copies identified to our satisfaction of: (i) the Funding Loan Agreement and the other the documents listed on Schedule A attached hereto (the “Transaction Documents”); (ii) the Articles of Association and by-laws of the Fiscal Agent; and (iii) such other records, certificates and documents as we have considered necessary or appropriate for the purpose of the opinion hereinafter rendered. We have not been asked to review or express any opinion with respect to any documents other than the Transaction Akerman LLP 50 North Laura Street Suite 3100 Jacksonville, FL 32202-3646 akerman.com Housing Finance Authority of Miami-Dade County, Florida The Bank of New York Mellon Trust Company, N.A. et al. December 15, 2023 Page 2 73793622;4 Documents, and our opinion, accordingly, is limited to those documents. In rendering the opinions expressed herein, we have assumed: (i) the genuineness of the signatures of all persons (other than representatives of the Fiscal Agent) executing instruments or documents examined or relied upon by us and the capacity of all natural persons; (ii) the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies; (iii) the correctness and accuracy of all facts set forth in all certificates and reports identified in this opinion; and (iv) compliance with all requirements of the Funding Loan Agreement to be met in connection with the funding of the Loan. In addition, we have relied upon certificates of public officials as to matters contained therein and upon certain certificates of representatives of the Fiscal Agent as to matters of fact. Any opinion expressed herein as being made “to our knowledge” means the lawyers currently in this firm who are actively involved in negotiating or documenting this transaction are without any actual knowledge or conscious awareness that the opinion or confirmation is untrue in any respect material to the opinion or confirmation. In rendering the opinions expressed below, we have also assumed, to the extent relevant with respect to the Transaction Documents and any other documents referred to in this opinion, that: (i) to the extent such documents purport to constitute agreements, they constitute legal, valid, binding and enforceable obligations of all of the parties to such documents (other than the Fiscal Agent); and (ii) all parties to such documents (other than the Fiscal Agent) have obtained all approvals, authorizations, consents and licenses from, and have made all filings and registrations with, all governmental or regulatory authorities or agencies required for the execution or delivery of, or for the incurrence or performance of any obligations under, any of such documents, and the incurrence and performance by the parties thereto of their obligations under any such documents comply with applicable laws of any jurisdiction where such obligations are to be incurred or performed (other than those specifically opined to herein). Based on the foregoing we are of the opinion that: 1. The Fiscal Agent is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America. 2. The Fiscal Agent has all requisite corporate and trust powers, authority and legal right and has taken all necessary corporate action to (a) execute and deliver the Transaction Documents and perform its duties and obligations thereunder and (b) accept the trusts created under the Funding Loan Agreement and the Borrower Loan Agreement. Housing Finance Authority of Miami-Dade County, Florida The Bank of New York Mellon Trust Company, N.A. et al. December 15, 2023 Page 3 73793622;4 3 The Fiscal Agent has duly authorized, executed and delivered the Transaction Documents. The Transaction Documents constitute valid and binding obligations of the Fiscal Agent, enforceable against the Fiscal Agent in its capacity therein stated. 4. No authorization, approval, consent, or other order of any governmental agency or regulatory authority having jurisdiction over the Fiscal Agent that has not been obtained is required for the authorization, execution and delivery by the Fiscal Agent of the Transaction Documents. 5. To our knowledge, there is no litigation pending or threatened against the Fiscal Agent to restrain the Fiscal Agent’s participation in, or in any way contesting or affecting the creation, organization or existence of the Fiscal Agent or the power of the Fiscal Agent to perform its obligations under the Transaction Documents. 6. The execution and delivery of the Transaction Documents by the Fiscal Agent, and compliance with the provisions thereof, will not contravene the Articles of Association or Bylaws of the Fiscal Agent or any law or regulation governing the banking and trust powers of the Fiscal Agent or, to our knowledge, any indenture, mortgage, deed of trust, resolution, note agreement or other agreement or instrument to which the Fiscal Agent is a party or by which the Fiscal Agent is bound. For purposes of our opinions in paragraphs 2, 4 and 6 above, we reviewed only those statutes, rules and regulations that in our experience are applicable to transactions by a bank performing corporate trust functions of the type contemplated by the Transaction Documents. Our opinion concerning the validity, binding effect and enforceability of the Transaction Documents means that (a) each of the Transaction Documents constitutes an effective contract under applicable law, (b) the Transaction Documents are not invalid in their entirety because of a specific statutory prohibition or public policy and are not subject in their entirety to a contractual defense, and (c) subject to the last sentence of this paragraph, some remedy is available if the Fiscal Agent is in material default under the Transaction Documents. This opinion does not mean that (i) any particular remedy is available upon a material default, or (ii) every respective provision of the Transaction Documents will be upheld or enforced in any or each circumstance by a court. Furthermore, the validity, binding effect and enforceability of the Transaction Documents may be limited or otherwise affected by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar statutes, rules, regulations or other laws affecting the enforcement of creditors’ rights and remedies generally and (B) the unavailability of, or limitation on the availability of, a particular right or remedy (whether in a proceeding in equity or at law) because of an equitable principle or a requirement as to commercial reasonableness, conscionability or good faith. Housing Finance Authority of Miami-Dade County, Florida The Bank of New York Mellon Trust Company, N.A. et al. December 15, 2023 Page 4 73793622;4 To the extent, if any, to which the same may be relevant to our opinions hereinabove set forth, we express no opinion as to any provision of the Transaction Documents that (a) relates to severability or separability, or (b) relates to indemnification, to the extent such indemnification is not within the reasonable contemplation of the parties or is contrary to public policy, federal or state securities laws or the policy underlying such laws, or (c) purports to authorize the Fiscal Agent to file and prove a claim in any bankruptcy or insolvency proceeding for sums not yet due. In addition, we express no opinion as to the enforceability of any provision of the Transaction Documents to the extent related to any failure to comply with requirements concerning notices, relating to delay or omission to enforce rights or remedies or purporting to waive or affect rights, claims, defenses, or the application of any provision of law or other benefits to the extent that any of the same cannot be waived or so affected under applicable law. Further, we express no opinion, and no such opinion is to or may be inferred herefrom, relating to the applicability or effect of any federal or state tax or securities laws, including, but not limited to, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, or any state securities or “blue sky” law with respect to any Transaction Document. Finally, we express no opinion as to the status of any Transaction Document under any usury law. No opinion is expressed as to the matters relating to the laws of any jurisdiction other than federal laws of the United States of America and the laws of the State of Florida (other than municipal and local ordinances and regulations as to which we do not opine). This opinion letter is furnished to you solely for your benefit, the benefit of your successors and assigns, including subsequent holders of the Funding Loan Note, and any statistical rating agency that provides a rating on securities backed in part by the Funding Loan, all of which we understand may receive copies of this opinion letter. This opinion letter may not be used, quoted from or relied upon by any other person without our prior written consent; however, you or your successors or assigns, including subsequent holders of the Funding Loan Note, may deliver copies of this opinion letter to (a) independent auditors, accountants, attorneys and other professionals acting on behalf of you or your successors or assigns, (b) governmental agencies having regulatory authority over you or your successors or assigns, (c) designated persons pursuant to an order or legal process of any court or governmental agency, and (d) prospective purchasers of the Funding Loan Note. Housing Finance Authority of Miami-Dade County, Florida The Bank of New York Mellon Trust Company, N.A. et al. December 15, 2023 Page 5 73793622;4 This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion. Very truly yours, AKERMAN LLP 73793622;4 Schedule A Transaction Documents 1.Funding Loan Agreement. 2.Borrower Loan Agreement. 3.Land Use Restriction Agreement dated as of December 1, 2023, among the Borrower, the Governmental Lender and the Fiscal Agent. 4.Fee Guaranty and Environmental Indemnity Agreement dated as of December 1, 2023, among the Governmental Lender, the Fiscal Agent, the Borrower and certain guarantors, dated as of December 1, 2023. 5.Construction Loan Servicing Agreement dated as of December 1, 2023, among the Governmental Lender, the Fiscal Agent, the Borrower and AmeriNat®. 6.Arbitrage Rebate Agreement dated as of December 1, 2023, among the Governmental Lender, the Borrower and the Fiscal Agent. 7.Subordination Agreement (City of Miami Beach, Florida) dated December 15, 2023, between the City of Miami Beach and the Initial Funding Lender and acknowledged by the Borrower and the Fiscal Agent. 8.Subordination Agreement (Miami-Dade County) dated December 15, 2023, between Miami-Dade County and the Initial Funding Lender and acknowledged by the Borrower and the Fiscal Agent. 9.Subordination and Intercreditor Agreement (FHFC) dated December 15, 2023, among the Initial Funding Lender and Florida Housing Finance Corporation and joined and consented to by the Borrower and the Fiscal Agent. 10.Subordination Agreement (Housing Authority of the City of Miami Beach) dated December 15, 2023, between the Housing Authority of the City of Miami Beach and the Initial Funding Lender and acknowledged by the Borrower and the Fiscal Agent.