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1104825830\3\AMERICAS
August 7, 2025
To: Assured Guaranty Inc.
New York, New York
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 on October 14, 2015 (the “Original Resolution”) and
Resolution No. 708-2025 adopted by the Commission on May 21, 2025 (the “Series 2025
Resolution” and, together with the Original Resolution, the “Bond Resolution”). Capitalized
terms not otherwise defined in this letter are used as defined in the Bond Resolution.
Assured Guaranty Inc. (“AG”) is concurrently with the issuance of the Series 2025 Bonds
issuing its municipal bond insurance policy relating to the Series 2025 Bonds (the “Policy”). In
connection with the issuance of the Policy, the Agency, U.S. Bank Trust Company, National
Association, as Paying Agent and Registrar (the “Paying Agent”), and AG have entered into an
Agreement Regarding Bond Insurance dated as of August 7, 2025 (the “Insurance Agreement”).
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”). You may rely on the
Bond Opinion as if addressed to you.
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 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 Insurance Agreement is a legal, valid and binding obligation of the Agency
enforceable in accordance with its terms.
2. The Policy constitutes a Credit Facility under the provisions of the Bond
Resolution.
August 7, 2025 Squire Patton Boggs (US) LLP
Page 2
1104825830\3\AMERICAS
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.
The rights of the Paying Agent and AG under the Insurance Agreement and the
enforceability of the Insurance Agreement 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. We express no opinion
with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice
of venue, waiver or severability provisions contained in the Insurance Agreement.
This letter is furnished only to you for your use solely for purposes of your issuing the
Policy 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 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 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,