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<br />Greenberg <br />Traurig <br /> <br />June 8, 2009 <br /> <br />Bank of America, N ,A. <br />9000 Southside Boulevard <br />Building 100 <br />Jacksonville, Florida 32256 <br /> <br />Re: City of Sunny Isles Beach, Florida $20,000,000 Promissory Note <br />dated June 8, 2009 (the "Note") <br /> <br />Ladies and Gentlemen: <br /> <br />We have acted as special counsel to the City of Sunny Isles Beach, Florida (the "City"). The <br />City is issuing the above-referenced Note in favor of Bank of America, N.A. (the "Bank"), on this <br />date pursuant to the Constitution and the laws of the State of Florida and the City, including <br />particularly the Charter of the City (the "Charter") and Ordinance No. 2009-323 enacted by the City <br />Commission of the City on June 5, 2009 (the "Ordinance"). The Note is being issued pursuant to a <br />Loan Agreement dated as of June 8, 2009 between the City and the Bank (the "Agreement"). You have <br />requested that we deli.ver the opinions set forth herein in connection with the Note and the <br />Agreement. <br /> <br />In delivering the opinions set forth below, we have reviewed the Charter, certain proceedings <br />of the City, including the Ordinance, and such other matters as we have deemed necessary. As to <br />questions of fact material to our opinion, we have relied upon representations of the City <br />contained in the Ordinance and the Agreement and in the certified proceedings and other <br />certifications and representations of public officials and others, which have been furnished to us <br />without undertaking to verify such certifications or representations by independent investigation, <br />All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the <br />Agreement. Based on the foregoing, we are of the opinion that: <br /> <br />1. The City has been duly created and is validly existing as a municipal corporation under <br />and pursuant to the Constitution and Laws of the State of Florida <br /> <br />2. The Ordinance has been duly enacted by the City Commission of the City, constitutes <br />a valid and binding obligation of the City enforceable in accordance with its terms, and has not been <br />modified or repealed. <br /> <br />Greenberg Traurig. P.A. I Attorneys at Law 11221 Brickell Avenue I Miami. FL 33131 I Tel 305.579.0500 I Fax 305.579.0717 I www.gtlaw.com <br />MIA 180,613,315v2 6-4-09MIA 180,613,315v2 6-4-09 <br />