Tab 39E Greenbergfraurig
August 7,2025
BofA Securities, Inc.
TRB Capital Markets, LLC dlblaEstrada Hinojosa
Jefferies LLC
PNC Capital Markets LLC
Raymond James & Associates, Inc'
c/o BofA Securities, Inc.
101 East Kennedy Blvd., Suite 200
Tampa, Florida 33602
$240,910,000 Miami Beach Redevelopment Agency Tax Increment Revenue Refunding
Bonds, Series 2025 (City Center/Historic convention village)
Ladies and Gentlemen:
We have served as underwriters' counsel in connection with the purchase for a bona fide
offering to the public of the above-captioned bonds (the "Bonds") from the Miami Beach
RedevJopment Agency (the "Agency"), pursuant to the terms of a Bond Purchase Agreement
dated July 9, 20Zt (the ';Purchase Contrict"), between the Agency and BofA Securities, Inc',
acting for itself and on behalf of TRB Capital Markets, LLC dlblaEstrada Hinojosa, Jefferies LLC,
pNC Capital Markets LLC and Raymond James & Associates, Inc' (collectively, th:
,,Underwriters',). The Bonds are being issued and secured pursuant to Resolulion No. 619-2015
adopted by the Chairperson and -.-b.rs of the Board of the Agency (the "Commission") on
Octiber l-4,2015 and Resolution No. 708-2025 adopted by the Commissiol 9n May 21,2025
(collectively, the 'oBond Resolution") and Resolution No. 2025-33681 adopted by the Mayor and
dity Corn*ission of the City of Miami Beach, Florida on May 2I,2025. Capitahzedterms used
herlin and not otherwise defined shall have the meanings given them in the Purchase Contract.
As your counsel, we have reviewed such proceedings, resolutions, documents, certificates
and questions of law as we have considered tte""srury to enable us to render this opinion. To the
extent that the opinions expressed herein relate to or are dependent upon the determination that the
proceedings and actions rflating to the authorization, issuance and sale of the Bonds are lawful
and valid under the laws of the State of Florida, and that the Bonds and the Bond Resolution are
valid and legally binding obligations of the Agency or that interest on the Bonds is excluded from
gross incomle oi th. o*i.r, thereof for federal income tax purposes, we understand that you are
ielying upon the opinion delivered on the date hereof of Squire Patton Boggs (US) LLP, as bond
Greenberg Traurigr P.A. I Attorneys at Law
Re:
333 Second Ave I Suite 4400 I Miami. FL 33131 I T +1 305.579.0500 r F +1 305.579.0717
www.gtlaw.com
BofA Securities, Inc.
TRB Capital Markets, LLC dlblaEstrada Hinojosa
Jefferies LLC
PNC Capital Markets LLC
Raymond James & Associates, Inc.
c/o BofA Securities, Inc.
August 7,2025
Page2
counsel, and the opinion of Ricardo Dopico, Esq., Counsel to the Agency, and no opinion is
expressed herein as to such matters.
Based upon the foregoing, and specifically subject to the qualifications set forth herein, we
are of the opinion that:
l. The Bonds are exempt from registration under the Securities Act of 1933, as
amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939,
as amended.
2. The undertaking of the Agency under the Disclosure Dissemination Agent
Agreement dated the date hereof relating to the Bonds (the "Disclosure Dissemination Agent
Alreement"), complies in all material respects with the applicable requirements of SEC Rule 15c2-
f Z]U)(S); provided, however, no view is expressed regarding the items comprising annual financial
information and operating data for purposes of Section 3 of the Disclosure Dissemination Agent
Agreement.
Because the primary purpose of our professional engagement as your counsel was not to
independently estabish factual matters and because of the wholly or partially nonlegal character
of many determinations involved in our review of the Preliminary Official Statement dated June
27,2025 (the "Preliminary Official Statement") and the final Official Statement dated July 9,2025
(tlle "Official Statement"), each relating to the Bonds, we have not verified, are not passing upon
and do not assume any responsibility for the acc;'Jracy, completeness or fairness of the statements
contained in the trlhminary Official Statement or the Official Statement (including the
Appendices to each such document). However, based upon the information made available to us
inihe course of our participation in the preparation of the Preliminary Official Statement and the
Official Statement, and without having undertaken to determine independently the accuracy,
completeness or fairness of the statements contained in the Preliminary Official Statement or the
Official Statement, nothing has come to our attention that would cause us to believe that the
preliminary Official Statement, as of its date (other than omissions therefrom permitted by SEC
Rule 15c2- 12, asto which we express no view) or the Official Statement, as of its date and as of
this date, contained or contains any untrue statement of a material fact or omitted or omits to state
a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. In rendering this opinion, we express no opinion with
respect toihe information under the heading "TAX MATTERS," the information concerning The
Greenberg Tfaurig, P.A. I Attorneys at Law
www.gtlaw.com
BofA Securities,Inc.
TRB Capital Markets, LLC dlblaEstrada Hinojosa
Jefferies LLC
PNC Capital Markets LLC
Raymond James & Associates, Inc.
c/o BofA Securities, Inc.
August 7,2025
Page 3
Depository Trust Company, the book-entry-only system of registration or global clearance
proc.dure. for the Bonds,- or the financial, demographic or statistical data or projections or
estimates included in the Preliminary Offrcial Statement or the Official Statement or in the
Appendices to each such document.
In rendering the foregoing opinions we have assumed the accrilacy and truthfulness of all
public records and of all certifications, documents and other proceedings examined by us that have
been executed or certified by public officials acting within the scope of their official capacities and
have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of
the signatures appearing upon such public records, certifications, documents and proceedings'
Our opinions expressed herein are predicated upon present laws, facts and circumstances,
and we assume no affiimative obligation to update the opinions expressed herein if such laws,
facts or circumstances change after the date hereof.
This opinion and the statements contained herein are solely for your information and are
not to be quoied in whole or in part or otherwise referred to, nor are they to be given to any
gou.*-.rrtal agency or any otheiperson without our prior written consent, except that a copy of
ihis opinion -uy b"-in"luded in a transcript of the closing documents relating to the Bonds. No
one other than the Underwriters is entitled to rely upon the statements made or the conclusions
expressed within this opinion.
Respectfully submitted,
, P'fi'G I
ACTIVE 712763779v2
GreenbergTlaurig, P.A. I Attorneys at Law
www.gtlaw.com