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. Holland+Knight Tel 561833 2000 Fax 561 650 8399 Holland & Knight LLP 222 Lakeview Avenue, Suite 1000 P.O. Box 3208 (ZIP 33402-3208) West Palm Beach. FL 33401 www.hklaw.com Mark E. Raymond 561 650 8349 mark.raymond@hklaw.com June 8, 2009 Bank of America, N.A. City of Sunny Isles Beach, Florida RE: $20,000,000.00 City of Sunny Isles Beach, Florida Promissory Note dated June 8, 2009 Ladies and Gentlemen: We have acted as counsel to Bank of America, N.A. in connection with the issuance and sale by the City of Sunny Isles Beach, Florida (the "City") of its $20,000,000.00 principal amount Promissory Note dated June 8, 2009 (the "Note").We do not represent the City of Sunny Isles Beach, Florida, and assume no responsibility whatsoever to the City with respect to the matters addressed herein. As to questions of fact material to our opinion we have relied upon representations of the City contained in the various documents executed in connection with the Note, and the opinion of the Special Counsel to the City as to the enforceability of the Note against the City. Based upon and subject to the foregoing, we are of the opinion as of the date hereof and under existing law, tha t: I. The interest on the Note is excluded from the gross income of the owner thereof for federal income tax purposes and is not an item of tax preference described in Section 57 of the Code for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest is not required to be taken into account in determining adjusted current earnings for purposes of calculating the alternative minimum taxable income of certain corporations, The opinions expressed in the first sentence of this paragraph are conditioned upon continuing compliance subsequent to the issuance of the Note by the City with various covenants contained in the Ordinance and Loan Agreement (as defined in the Note), including, without limitation, its covenant to comply with applicable requirements of the Code necessary in order to preserve the exclusion of interest on the Note from gross income for federal income tax purposes. Failure by the City to comply with such requirements could cause the interest on the Note to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Note. No opinion is expressed herein regarding other federal tax consequences that may arise due to ownership of the Note. 2. The Note is a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. Our opinions expressed herein are predicated upon present laws and interpretations thereof. We assume no affirmative obligation with respect to any change of circumstances or law (including luws that may result from legislation pending before Congress) that may adversely affect the tax-exempt status of interest on the Note after the date hereof. Holland & Knight LL;/'" By: ~I f L------- Mark E. Raymond --fA