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EXHIBIT G-1 <br />OPINIONS REQUIRED FROM COUNSEL TO BORROWER <br />An opinion of the counsel of the Borrower, dated as of the Effective Date, to the effect that: <br />(a)The Borrower has been duly created and validly exists as a municipality of the State under <br />and pursuant to the laws of the State of Florida (the “State”) (including the Act), with good <br />right and power to issue the WIFIA Bond. <br />(b)The Borrower has the right and power under the laws of the State, including the Act, to <br />enter into the Bond Authorization Documents, the Related Documents and the WIFIA <br />Bond, and each has been duly authorized, executed and delivered by the Borrower, is in <br />full force and effect, and constitutes a legal, valid and binding agreement of the Borrower <br />enforceable against the Borrower in accordance with its respective terms and conditions. <br />(c)The execution and delivery by the Borrower of, and the performance of its respective <br />obligations under, the Related Documents to which it is a party, have been duly authorized <br />by all necessary organizational or regulatory action. <br />(d)No authorization, consent, or other approval of, or registration, declaration or other filing <br />with any governmental authority of the United States of America or of the State is required <br />on the part of the Borrower for the execution and delivery by such party of, and the <br />performance of such party under, any Related Document to which it is a party other than <br />authorizations, consents, approvals, registrations, declarations and filings that have already <br />been timely obtained or made by the Borrower. <br />(e)The execution and delivery by the Borrower of, and compliance with the provisions of, the <br />Related Documents to which it is a party in each case do not (i) violate the Organizational <br />Documents of the Borrower, (ii) violate the law of the United States of America or of the <br />State or (iii) conflict with or constitute a breach of or default under any material agreement <br />or other instrument known to us to which the Borrower is a party, or to the best of our <br />knowledge, after reasonable review, any court order, consent decree, statute, rule, <br />regulation or any other law to which the Borrower is subject. <br />(f)To the best of our knowledge, after due inquiry and except as set forth in Schedule 12(f) <br />(Litigation) to the WIFIA Loan Agreement, there are no actions, suits, proceedings or <br />investigations against the Borrower by or before any court, arbitrator or any other <br />Governmental Authority in connection with the Related Documents or the System <br />(including the Project) that are pending. <br />(g)The Borrower would not have the defense of sovereign immunity in any breach of contract <br />action under the WIFIA Loan Agreement or the WIFIA Bond. <br />EXHIBIT G-1-1 <br /> <br />