Okaloosa County BOCC — October 2, 2012 — Okaloosa Loan Agreement (Airport Revenues) — reading text

law, the relevant resolutions or ordinances adopted by the Board of County Commissioners of the Public Agency approving the Loan (collectively, the "Resolution"), the Loan Agreement and the Trust Indenture, dated as of June 6, 2011, (the "Indenture"), between the Commission and U.S. Bank, National Association, as Trustee. Based on such review and such investigation as I have deemed necessary and such other consideration of law and fact as I believe to be relevant, I am of the opinion that: A-1  1. The Public Agency is a duly constituted political subdivision of the State of Florida ("State"), validly existing and in good standing under the laws of the State, is not in violation of any provision of law material to the transactions contemplated by the Loan Agreement and the Loan, and has all requisite power and authority to execute and deliver the Loan Agreement and the Loan Note or Notes (as defined in the Loan Agreement) related to the Project [Public Agency Expenses], to enter into the Loan and to acquire, construct and equip the Project [finance the Public Agency Expenses]. 2. No approval, authorization, consent or other order of any governmental entity or of any court, public board or body (other than those already obtained), and no approving referendum of the qualified electors of the Public Agency, is legally required for the Public Agency to enter into and perform its obligations under the Loan Agreement and the Loan Note related to the Project [Public Agency Expenses]. 3. The Public Agency has the requisite power to acquire, construct and equip the Project [finance the Public Agency Expenses] and to enter into the Loan Agreement and the Loan and has duly authorized the execution and delivery of the Loan Agreement and the Loan Note related to the Project [Public Agency Expenses] and receipt of the Loan. The Public Agency is duly authorized to use the proceeds of the Loan to finance, refinance or reimburse the costs of acquiring, constructing and equipping the Project [finance the Public Agency Expenses]. 4. The Loan Agreement creates a valid pledge of and lien upon the Designated Revenues (as defined in the Loan Agreement). 5. Neither the execution and delivery of the Loan Agreement, receipt of the Loan nor the consummation of the transactions contemplated thereby, nor the fulfillment of or compliance with the terms and conditions of the Loan Agreement conflicts with or results in a breach of any of the terms, conditions or provisions of the Constitution or laws of the State (including any limit on indebtedness), or any corporate restriction or any agreement, instrument or governmental or court order to which the Public Agency is now a party or by which it is bound or constitutes a default under any of the foregoing. 6. The Public Agency has obtained all permits and approvals required by any court, governmental body or officer for the execution and delivery of the Loan Agreement and the Loan Note related to the Project [Public Agency Expenses] and receipt of the Loan; the Public Agency has complied with any applicable provisions of law requiring any notification, declaration, filing or registration with any court, governmental body or officer in connection with the execution, delivery and performance of the Loan Agreement, the Loan Note related to the Project [Public Agency Expenses] and the Loan. 7. The Loan Agreement and the Loan Note related to the Project [Public Agency Expenses] have been duly and validly authorized, executed and delivered, are in A-2 full force and effect, and each is a valid and legally binding obligation of the Public Agency, enforceable in accordance with its respective terms, except to the extent that the enforceability thereof may be limited by laws relating to the bankruptcy or insolvency of the Public Agency or other similar laws affecting creditors' rights generally or by general principles of equity. 8. To the best of my knowledge (based upon due inquiry and investigation), there is no litigation or legal or governmental action, proceeding, inquiry or investigation pending or threatened by judicial or governmental authorities to which the Public Agency is a party or any property of the Public Agency is subject, which, if determined adversely to the Public Agency, would individually or in the aggregate (a) adversely affect the validity or the enforceability of the Loan Agreement, the Loan Note related to the Project [Public Agency Expenses] or the Loan, (b) otherwise materially and adversely affect the ability of the Public Agency to comply with its obligations under the Loan Agreement or the Loan Note related to the Project [Public Agency Expenses], or (c) materially and adversely affect the acquisition, construction and equipping of the Project [financing of the Public Agency Expenses]. 9. The Public Agency is subject to suit in a court of competent jurisdiction by the Trustee or the Commission for the failure to pay any amounts due and owing by the Public Agency under, or the failure to perform any obligation required by, the Loan Agreement and the Public Agency is not entitled to the defense of sovereign immunity or any other comparable defense in any such suit. 10. The Resolution has been duly adopted and is valid and binding upon the Public Agency in accordance with the terms thereof, except to the extent that the enforceability thereof may be limited by laws relating to bankruptcy or insolvency of the Public Agency or other similar laws affecting creditors' rights generally or by general principles of equity. [Additional opinions regarding the Pledged Revenues, if any, including the validity, enforceability and priority thereof as may be required by the Administrator, the Bank or the Trustee.] All capitalized terms used in this opinion but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement. Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel to the Commission, may rely upon this opinion, as if the same were addressed to such firm. Very truly yours, A-3  EXHIBIT B CERTIFICATE OF PUBLIC AGENCY IN CONNECTION WITH LOAN TO FINANCE PROJECT The undersigned, _______________ and ________________ of ____________, Florida (the "Public Agency"), acting for and on behalf of the Public Agency, hereby certify as of the date hereof that the representations and warranties of the Public Agency set forth in the Loan Agreement (Airport Revenues), dated as of __________, 2012 among the Public Agency, the Florida Local Government Finance Commission and JPMorgan Chase Bank, N.A. (the "Loan Agreement"), are true and correct in all material respects on the date hereof; the Public Agency is in compliance with all terms, covenants and conditions of the Loan Agreement on the date hereof; no Event of Default (as defined in the Loan Agreement) or condition, event or act which with notice or lapse of time or both would become an Event of Default exists on the date hereof; and the computation of the interest rate on the Loan Note or Notes (as defined in the Loan Agreement) issued by the Public Agency on the date hereof is in compliance with the requirements provided in Section 215.84(3), Florida Statutes. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and affixed the official seal of the Public Agency duly attested as of this __________ day of __________, 20__. (SEAL) OKALOOSA COUNTY, FLORIDA By: Attest: By: Title: B-1  EXHIBIT C FORM OF CREDIT FACILITY FEES CERTIFICATE The following shall constitute the letter of credit fees for the [Loan] [Draw] made by the Commission to the Public Agency on : Pursuant to the Credit Agreement and the Fee Letter between the Commission and the Bank, dated as of June 6, 2011, the letter of credit fees will increase by 10 basis points for each ratings downgrade of the Public Agency and by 100 basis points upon an Event of Default under the Loan Agreement. The letter of credit fee applicable to each Draw shall be calculated pursuant to Section 5.02(c) of the Loan Agreement. Accepted and Approved: PUBLIC AGENCY By: Title: ADMINISTRATOR By: Title: BANK By: Title: C-1  EXHIBIT D UNITED STATES OF AMERICA STATE OF FLORIDA OKALOOSA COUNTY, FLORIDA REVENUE NOTE, DRAW NO. ___ (AIRPORT REVENUES) (JPMorgan Chase Bank) Principal Sum Date of Issuance Final Maturity Date KNOW ALL MEN BY THESE PRESENTS, that the Okaloosa County, Florida (the "Public Agency"), for value received, hereby promises to pay, solely from the Designated Revenues described in the within-mentioned Loan Agreement, to the order of the Florida Local Government Finance Commission, Tallahassee, Florida, or its successors or assigns (the "Noteholder"), the Principal Sum stated above advanced pursuant to that certain Loan Agreement (Airport Revenues) by and among the Florida Local Government Finance Commission, the Public Agency and JPMorgan Chase Bank, N.A., dated as of ____________, 2012 (the "Loan Agreement"), and to pay interest on such Principal Sum from the Date of Issuance identified above or from the most recent date to which interest has been paid at the interest rate per annum identified in the Loan Agreement commencing on the Date of Issuance until such Principal Sum shall have been paid. The Principal Sum hereof shall be payable upon the Final Maturity Date or earlier prepayment in accordance with the terms of the Loan Agreement and this Note. The Public Agency agrees to make all Loan Repayments in accordance with the terms of the Loan Agreement. Such Principal Sum and interest is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. [Insert Repayment Schedule.] This Note is issued under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 125, Florida Statutes, and other applicable provisions of law, a resolution duly adopted by the Public Agency on _______________ (the "Resolution"), as such resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution and the Loan Agreement. Any term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Loan Agreement. This Note is being issued to finance or refinance the costs of . This Note is secured by and shall be payable from the Designated Revenues as described in the Loan Agreement; provided, however, the lien on and pledge of the Net Revenues D-1 granted under the Loan Agreement shall be junior and