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1104825691\2\AMERICAS
August 7, 2025
To: BofA Securities, Inc.,
as Senior Managing Underwriter
on behalf of itself and the other Underwriters
Tampa, 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.
We have delivered to you on this date our opinion letter as bond counsel in connection
with the original issuance of the Series 2025 Bonds (the “Bond Opinion”). This supplemental
opinion letter is rendered pursuant to Section 6(b)(iv) of the Bond Purchase Agreement, dated
July 9, 2025 (the “Purchase Agreement”), between the Agency and the Underwriters identified
therein. Capitalized terms not otherwise defined in this letter are used as defined in the Purchase
Agreement.
The Underwriters may rely on the Bond Opinion as if addressed to them.
In accordance with the terms of our engagement as bond counsel, we reviewed (a) the
Preliminary Official Statement dated June 27, 2025 (the “Preliminary Official Statement”) and
(b) the Official Statement dated July 9, 2025 (the “Official Statement”), each relating to the
Series 2025 Bonds. We confirm to you that we believe the statements in (1) the Preliminary
Official Statement, as of its date, and (2) the Official Statement, as of its date and as of this date,
under the captions “INTRODUCTION,” “PURPOSE OF THE ISSUE,” “THE SERIES 2025
BONDS” (other than the information under the subheading “Book-Entry Only System”), and
“SECURITY AND SOURCES OF PAYMENT” (other than the information under the
subheadings “Debt Service Reserve Account - Reserve Policy”), insofar as those statements
describe certain provisions of the Bond Resolution and the Series 2025 Bonds, and the
statements under the caption “TAX MATTERS,” are accurate and fairly present the information
purported to be shown.
In our capacity as bond counsel, we have examined the transcript of proceedings relating
to the issuance of the Series 2025 Bonds, the Bond Resolution and such other documents,
matters and law as we deem necessary to render the opinions and advice set forth in this letter.
August 7, 2025 Squire Patton Boggs (US) LLP
Page 2
1104825691\2\AMERICAS
Based on that examination and subject to the limitations stated below, we are of the
opinion that under existing law, the Series 2025 Bonds are exempt from registration under the
Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification under
the Trust Indenture Act of 1939, as amended.
The legal opinions stated immediately 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.
This letter is being furnished only to you for your use solely in connection with the
transaction described herein and may not be relied upon by anyone else or for any other purpose
without our prior written consent. No statements of belief or opinions other than those expressly
stated herein shall be implied or inferred as a result of anything contained in or omitted from this
letter. The statements of belief and 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,