Reso 2010-1538-1 - Laserfiche WebLink

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... I . .,.., . investigation. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. Based on the foregoing, we are of the opinion that: . 1. The Bond Ordinance has been duly adopted and no further action of the City is required to authorize the issuance, sale and delivery of the Bonds or the execution and delivery of the Loan Agreement. The Bond Ordinance and, on the assumption that the Loan Agreement is a legal, valid and binding obligation of the Bank, the Loan Agreement constitute the legal, valid and binding obligations of the City, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditor's rights generally or by general principles of equity. . . 2. The issuance, sale and delivery of the Bonds, the execution and delivery of the Loan Agreement and the adoption of the Bond Ordinance, and compliance with the provisions thereof, under the circumstances contemplated thereby, are permitted under the provisions of the Charter and, to the best of our knowledge without undertaking any independent research, do not and will not in any way constitute a breach or default under any agreement or other instrument to which the City is a party or any existing law, regulation, court order or consent decree to which the City is subject. I. I 3. The City is lawfully empowered to covenant and has covenanted in the Loan Agreement to annually budget and appropriate legally available Non-Ad Valorem Revenues of the City to pay the principal of and interest on the Bonds, as described in the Loan Agreement. . 4. To the best of my knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or threatened against or affecting the City, wherein an unfavorable decision, ruling or finding would materially adversely affect the City's obligations under the Bond Ordinance, the Bonds or the Loan Agreement, or adversely affect the validity of the Bonds or the Loan Agreement or the security therefor. This opinion is solely tor the benefit of the addressees and this opinion may not be relied upon in any manner, nor used, by any other persons or entities. . . The description of the Bonds in this opinion and other statements concerning the terms and conditions of the issuance of the Bonds do not purport to set forth all of the terms and conditions of the Bonds or of any other document relating to the issuance of the Bonds, but are intended only to identify the Bonds and to describe briefly certain features thereof. This opinion shall not be deemed or treated as an offering circular, prospectus or official statement, and is not intended in any way to be a disclosure document used in connection with the sale or delivery of the Bonds. . In delivering the foregoing opinions we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of the signatures appearing upon such public records, certifications, documents and proceedings. . MIA 181, 128,506v1 3-22-10 2 GREENBERG TRAURIG, P.A . ATTORNEYS AT LAW. WWW.GTLAW.COM