Tab 40 ASSURED
GU
A,RANTYv
August 7, 2025
Miami Beach Redevelopment Agency
Miami Beach, Florida
BofA Securities, Inc
as Representative of the Underwriters
Tampa, Florida
Municipal Bond Insurance Policy No 224371-N
With Respect to
$240,910,000 In Aggregate Principal Amount of
Miami Beach Redevelopment Agencv
Tax Increment Revenue Refunding Bonds Series 2025(City Center/Historic Convention Village)
Ladies and Gentlemen:
I am Counsel of Assured Guaranty Inc., a Maryland corporation ("AG"). You have requested my opinion in
such capacity as to the matters set forth below in connection with the issuance by AG of its above-referenced policy
(the "Policy"). In that regard, and for purposes of this opinion, I have examined such corporate records, documents
and proceedings as I have deemed necessary and appropriate.
Based upon the foregoing, I am of the opinion that:
1. AG is a corporation duly incorporated and validly existing under the laws of the State of
Maryland and authorized to transact financial guaranty insurance business therein.
2. The Policy has been duly authorized, executed and delivered by AG.
3. The Policy constitutes the valid and binding obligation of AG, enforceable in accordance with
its terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency,
reorganization, rehabilitation, moratorium and other similar laws affecting the enforceability of
creditors' rights generally applicable in the event of the bankruptcy or insolvency of AG and to
the application of general principles of equity.
In addition, please be advised that I have reviewed the description of the Policy under the caption "BOND
INSURANCE—Bond Insurance Policy"in the official statement dated July 9, 2025 relating to the above-referenced
Bonds (the "Official Statement"). There has not come to my attention any information which would cause me to
believe that the description of the Policy referred to above, as of the date of the Official Statement or as of the date of
this opinion, contains any untrue statement of a material fact 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. Please be advised
that I express no opinion with respect to any information contained in, or omitted from, the caption "BOND
INSURANCE—Assured Guaranty Inc.".
I am a member of the Bar of the State of New York, and do not express any opinion as to any law other than
the laws of the State of New York. To the extent that the opinions set forth herein purport to deal with matters of
Maryland law, the statements made herein are based solely upon my review of the corporate documents of AG, my
reading of the Maryland General Corporation Law and, in respect of the opinion set forth in paragraph (1)above, my
reading of the Maryland Insurance Code.
The opinions herein are limited to the matters expressly set forth herein, and no opinion is implied or may be
inferred beyond the matters expressly set forth herein. The opinions herein are based solely on factual matters in
existence as of the date hereof and laws and regulations in effect on the date hereof. I assume no obligation to revise
or supplement this opinion letter should such factual matters change or should such laws or regulations be changed
by legislative or regulatory action,judicial decision or otherwise, and I hereby express no opinion as to the effect any
such changes may have on the foregoing opinions.
Assured Guaranty Inc.
1833 Broadway main 1 212 974 0100 Info@aglbd.com AsauredGuaranty.com
Now York,NY 10019
Miami Beach Redevelopment Agency
BofA Securities, Inc
August 7,2025
Page 2 of 2
This opinion letter is being delivered to you solely for your benefit in connection with the issuance of the
Policy, and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose by any
other person, in each case without my express prior written consent.
Very truly yours,
f.`P-A. // ^✓
Counsel