HomeMy WebLinkAboutAttorney Opinion LetterGOREN, CHEROF, DOODY & EZROL, P.A.
SAMUEL S. GOREN
JAMES A. CHEROF
DONALD J. DOODY
KERRY L. EZROL
MICHAEL D. CIRULLO, JR.
JULIE F. KLAHR
DAVID N. TOLCES
ATTORNEYS AT LAW
SUITE 200
3099 EAST COMMERCIAL BOULEVARD
FORT LAUDERDALE, FLORIDA 33308
PHONE: (954) 771.4500
FAX: (954) 771-4923
www.cityatty.com
DELRAY BEACH OFFICE:
76 N.E. FIFTH AVENUE
DELRAY BEACH, FL 33483
PHONE: (561) 276-9400
PLEASE REPLY TO FORT LAUDERDALE
April 19, 2012
Banc of America Public Capital Corp
555 California Street, 4th Floor
San Francisco, California 94104
JACOB G. HOROWITZ
SHANA H. BRIDGEMAN
STACEY R. WEINGER
BRIAN J. SHERMAN
STEVEN L. JOSIAS, OF COUNSEL
Re: Schedule of Property No. 1 dated April 19, 2012, by and between
Banc of America Public Capital Corp, as Lessor, and City of
Tamarac, Florida, as Lessee, incorporating the terms of that certain
Master Lease/Purchase Agreement, dated as of October 26, 2012,
between Banc of America Public Capital Corp and the Lessee
Ladies and Gentlemen:
I am the City Attorney for the City of Tamarac, Florida (the "Lessee"), and in such
capacity, have represented the Lessee in connection with the above referenced matter. In such
capacity, I have examined (a) an executed counterpart of a certain Master Equipment
Lease/Purchase Agreement, dated October 26, 2011, and Exhibits thereto (the "Agreement"),
and an executed counterpart of Schedule of Property No. 1, dated April 19, 2012 (the
"Schedule"), each between Banc of America. Public Capital Corp (the "Lessor") and Lessee,
which, among other things, incorporates the terms of the Agreement and provides for the lease of
certain property listed in the Schedule (the "Equipment"), (b) executed counterparts of
Resolution No. 2011-123, adopted by the City Commission of the Lessee on October 26, 2011,
and Resolution No. R-2012-54 adopted by the City Commission of the Lessee on April 11, 2012,
which, among other things, authorizes Lessee to execute the Agreement, the Schedule and the
Escrow Agreement and (c) such other opinions, documents and matters of law as I have deemed
necessary in connection with the following opinions. The Schedule and the terms and provisions
of the Agreement incorporated therein by reference together with the Rental Payment Schedule
attached to the Schedule are herein referred to collectively as the "Lease."
Based on the foregoing, I am of the following opinions:
1. Lessee is a municipal corporation duly organized and validly existing under the
laws of the State of Florida and has a substantial amount of the following sovereign powers: (a)
the power to tax, (b) the power of eminent domain, and (c) police power.
Banc of America Public Capital Corp
April 29, 2012
Page 2
2. Lessee has the requisite power and authority to lease and acquire the Equipment
and to execute and deliver the Lease and to perform its obligations under the Lease.
3. The Lease has been duly authorized, approved, executed and delivered by and on
behalf of Lessee and the Lease is a valid and binding obligation of Lessee enforceable in
accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, moratorium or other laws affecting creditors' rights generally and may be subject to
the exercise of the state's police power and to judicial discretion in appropriate cases.
4. The authorization, approval, execution and delivery of the Lease and all other
proceedings of Lessee relating to the transactions contemplated thereby have been performed in
accordance with all open meeting laws, public bidding laws and all other applicable state or
federal laws.
5. To the best of my knowledge, there is no proceeding pending or threatened in any
court or before any governmental authority or arbitration board or tribunal that, if adversely
determined, would adversely affect the transactions contemplated by the Lease, or the interest of
Lessor or its assigns, as the case may be, in the Equipment thereunder.
All capitalized terms herein shall have the same meanings as in the Lease unless
otherwise provided herein.
I am an attorney admitted to practice in the State of Florida and my opinion is limited to
matters of Florida law and federal law.
The foregoing is based solely on facts and laws existing on the date hereof and no
opinion is expressed as of any other date. The only opinions contained herein shall be those
expressly stated as such, and no opinion shall be implied or inferred as a result of anything
contained herein or omitted herefrom.
This opinion has been rendered for the benefit solely of the addressee hereof and may not
be used, circulated, quoted or otherwise referred to or relied upon by any other person for any
purpose, except that reference to it may be made in the list of closing documents prepared in
connection with the Lease, and any counsel rendering an opinion on the tax-exempt status of the
interest components of the Rental Payments shall be entitled to rely on this opinion.
Very truly yours,
x4" UVII"/ J
Ail
GOREN, C:IJEROF, DOODY & EZR , P.A.
MDC:clb
HA2005\050154 TAMARAOLetters 2012\0pinion (Bane of America Lease) 2012.docx