HomeMy WebLinkAbout2010 06 29 Opinion of Counsel BRINKLEY, MORGAN, SOLOMON, TATUM,
STANLEY, LUNNY & GORDON, LLP
ATTORNEYS AT LAW
1 9TH FLOOR
SUN-SENTINEL BUILDING
200 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 3330 I-2248
DANIEL P.J. O'CONNOR TELEPHONE (954)522-2200
FACSIMILE (954) 522-9 123
DANIEL.OCONNOR(aBRINKLEYMORGAN.COM LAWFIRM( BRINKLEYMORGAN.COM
June 29, 2010
City of Sebastian Florida Communities Trust
1225 Main Street 2555 Shumard Oak Blvd.
Sebastian, Florida 32958 Tallahassee, FL 32399-2100
Re: Opinion of Counsel
Ladies & Gentlemen:
I, Daniel P. J. O'Connor, am an attorney authorized to practice in the
State of Florida. In connection with the transaction contemplated by the Option
Agreement for Sale and Purchase ("Agreement") between Sebastian Harbour, Ltd. , a
Florida limited partnership, and Dancu Holding, Inc. , a Florida corporation
(collective, the "Sellers") , and City of Sebastian and Florida Communities
Trust("Purchaser") , executed on April 19, 2010, I have been requested by the
Sellers to furnish this opinion of counsel. This opinion is delivered to you in
satisfaction of the Addendum (Corporate/Florida) to the Agreement.
This opinion is rendered after reviewing the Agreement and all other
documents, instruments, and agreements executed and delivered by Sellers in
connection with the Agreement.
The following assumptions are made for the purposes of this opinion: the
genuineness of all signatures and the authority of all persons signing all
documents other than those signing on behalf of Seller; the authenticity of all
documents submitted to me as originals; the conformity to authentic originals of
all documents submitted to me as certified, conformed, or photostatic copies; and
the power of all persons, other than those representing Seller, to enter into and
perform each of the agreements to which it is a party. Based on the foregoing, I
have reached the following opinions:
A. The execution of the Agreement and the performance by Sellers of the
various terms and conditions thereof, including, without limitation,
the execution of all agreements, notices and other documents
thereunder, have been duly authorized by requisite partnership and
corporate authority of Sellers.
B. Sebastian Harbour, Ltd. is a limited partnership, duly organized,
validly existing and in good standing under the laws of Florida and
qualified to own real property in the State of Florida; and Dancu
Holding, Inc. is a corporation, duly organized, validly existing and
in good standing under the laws of Florida and qualified to own real
property in the State of Florida. .
City of Sebastian
Florida Communities Trust
June 29, 2010
Page 2
C. The Agreement, as executed and delivered to Purchaser, is valid and
legally binding upon Sellers and enforceable in accordance with its
terms and neither the execution of the Agreement and the other
instruments to be executed thereunder by Sellers, nor the
performance by it of the various terms and conditions thereto will
violate the Articles of Incorporation, By-Laws, or Partnership of
Sellers, as applicable, or any amendments thereto.
D. Condor Enterprises of Palm Beach, Inc. is a corporation duly
organized, validly existing and in good standing under the laws of
Florida, and Norbert Kreyer as the President of Condor Enterprises
of Palm Inc. , has the requisite authority, as general partner on
behalf of Sebastian Harbour, Ltd. , to execute the Agreement and
perform the various terms and conditions, including, without
limitation, the authority to execute all agreements, notices, and
other documents required thereunder.
E. When duly recorded among the land records of Indian River County,
Florida, the warranty deed given by Sellers pursuant to the
Agreement will create a valid and enforceable conveyance in favor of
Purchaser of the interests therein stated, subject only to the
matters described in said warranty deed. No opinion is given with
respect to the Sellers' title to the real property described in the
Agreement or regarding the evidence or effect of any title
exceptions or encumbrances on said real property.
This letter is furnished for purposes of the Agreement only and may not be
reproduced or relied upon by any other party.
Sincerely,
BRINKLEY, MORGAN, SOLOMON, TATUM, STANLEY,
LUNNY & ' ORDO , P
By: AW(% Z.
G:\WPFiles\clients\Sebastian Harbour Ltd\Sale to State of Florida •ocuments\+pinion of Counsel_Corporation.doc