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1104830828\1\AMERICAS
August 7, 2025
To: Chairperson and Members of the
Miami Beach Redevelopment Agency
Miami Beach, Florida
We have served as bond counsel to our client the Miami Beach Redevelopment Agency
(the “Agency”) in connection with the issuance by the Agency of its $240,910,000 aggregate
principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue Refunding
Bonds, Series 2025 (City Center/Historic Convention Village) (the “Series 2025 Bonds”), dated
the date of this letter.
The Series 2025 Bonds are issued pursuant to Resolution No. 619-2015 adopted by the
Chairperson and Members of the Agency (the “Commission”) on October 14, 2015 (the
“Original Resolution”), as supplemented by Resolution No. 708-2025 adopted by the
Commission on May 21, 2025 (together with the Original Resolution, the “Bond Resolution”),
and Resolution No. 2025-33681 adopted by the Mayor and City Commission of the City of
Miami Beach, Florida on May 21, 2025. Capitalized terms not otherwise defined in this letter
are used as defined in the Bond Resolution.
In our capacity as bond counsel, we have examined the transcript of proceedings relating
to the issuance of the Series 2025 Bonds, a copy of the signed and authenticated Series 2025
Bond of the first maturity, the Bond Resolution and such other documents, matters and law as we
deem necessary to render the opinions set forth in this letter.
Based on that examination and subject to the limitations stated below, we are of the
opinion that under existing law:
1. The Series 2025 Bonds and the Bond Resolution are valid and binding obligations
of the Agency, enforceable in accordance with their respective terms.
2. The Series 2025 Bonds constitute special limited obligations of the Agency, and
the principal of and interest on (collectively, “debt service”) the Series 2025
Bonds, together with debt service on any other obligation issued and outstanding
on a parity with the Series 2025 Bonds as provided in the Original Resolution, are
payable from and secured solely by the Pledged Funds. The Series 2025 Bonds
do not represent or constitute a general obligation or a pledge of the faith and
credit of the Agency, the State of Florida or any of its political subdivisions. The
Agency has no taxing power.
August 7, 2025 Squire Patton Boggs (US) LLP
Page 2
1104830828\1\AMERICAS
3. Interest on the Series 2025 Bonds is excluded from gross income for federal
income tax purposes under Section 103 of the Internal Revenue Code of 1986, as
amended, and is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals. The Series 2025 Bonds and the
income thereon are exempt from taxation under the laws of the State of Florida,
except for estate taxes imposed by Chapter 198, Florida Statutes, as amended, and
net income and franchise taxes imposed by Chapter 220, Florida Statutes, as
amended. We express no opinion as to any other tax consequences regarding the
Series 2025 Bonds.
The opinions stated above are based on an analysis of existing laws, regulations, rulings
and court decisions and cover certain matters not directly addressed by such authorities. In
rendering all such opinions, we assume, without independent verification, and rely upon (i) the
accuracy of the factual matters represented, warranted or certified in the proceedings and
documents we have examined and (ii) the due and legal authorization, execution and delivery of
those documents by, and the valid, binding and enforceable nature of those documents upon, any
parties other than the Agency.
In rendering those opinions with respect to treatment of the interest on the Series 2025
Bonds under the federal tax laws, we further assume and rely upon compliance with the
covenants in the proceedings and documents we have examined, including those of the Agency.
Failure to comply with certain of those covenants subsequent to issuance of the Series 2025
Bonds may cause interest on the Series 2025 Bonds to be included in gross income for federal
income tax purposes retroactively to their date of issuance.
The rights of the owners of the Series 2025 Bonds and the enforceability of the Series
2025 Bonds and the Bond Resolution are subject to bankruptcy, insolvency, arrangement,
fraudulent conveyance or transfer, reorganization, moratorium and other laws relating to or
affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial
discretion, and to limitations on legal remedies against public entities.
No opinions other than those expressly stated herein are implied or shall be inferred as a
result of anything contained in or omitted from this letter. The opinions expressed in this letter
are stated only as of the time of its delivery, and we disclaim any obligation to revise or
supplement this letter thereafter. Our engagement as bond counsel in connection with the original
issuance and delivery of the Series 2025 Bonds is concluded upon delivery of this letter.
Respectfully submitted,