Loading...
HomeMy WebLinkAbout2007 ONE CHASE MANHATTAN PLAZA NEW YORK,NY 10005 p >September 7 20RCEiVED WWW.HAWKINS COM The Town Board of the OCT 2 2 2007 Town of Southold, in the County of Suffolk,New York Southold Town Clerk Ladies and Gentlemen: We have examined a record of proceedings relating to the issuance of the $3,680,000 Bond Anticipation Note for Various Purposes-2007 of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York. Said Note is a renewal Note, is dated September 7, 2007,matures September 5, 2008, is numbered 9R-1, bears interest at the rate of three and ninety-five hundredths per centum (3.95%) per annum, payable at maturity, is of the denomination of $3,680,000, is payable to bearer without coupons and registrable as to both principal and interest and issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, various bond resolutions adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds for various purposes, and the Certificate of Determination executed by the Supervisor on September 7, 2007. Said bond anticipation note is a temporary obligation issued in anticipation of the sale of permanent serial bonds. The Note is issued only in fully registered form, in the name of Cede & Co., as Noteowner and nominee for The Depository Trust Company, an automated depository for securities and clearing house for securities transactions. Purchases of ownership interests in the Note will be made in book-entry forni, in denominations of$5,000 or any integral multiple thereof. In our opinion, the Note is a valid and legally binding general obligation of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Note and interest thereon without limitation of rate or amount. The enforceability of rights or remedies with respect to such Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements that must be met subsequent to the issuance and delivery of the Note in order that interest on the Note be and remain excludable from gross income under Section 103 of the Code. The Town Supervisor, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest paid on the Note is excludable from gross income under Section 103 of the Code. We have examined such Arbitrage and Use of Proceeds Certificate of the Town delivered concurrently with the delivery of y the Note, and in our opinion, such certificate contains provisions and procedures under which such requirements can be met. In our opinion, under existing statutes and court decisions, (i) interest on the Note is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code, and (ii) interest on the Note is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In rendering the opinion in this paragraph, we have (i) relied on the representations, certifications of fact, and statements of reasonable expectations made by the Town in the Arbitrage and Use of Proceeds Certificate and other documents in connection with the Note, and (ii) assumed compliance by the Town with certain provisions and procedures set forth in the Arbitrage and Use of Proceeds Certificate relating to compliance with applicable requirements of the Code to assure the exclusion of interest on the Note from gross income under Section 103 of the Code. Further, in our opinion, under existing statutes, interest on the Note is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. ' Except as stated above, we express no opinion regarding any other federal or state tax consequences with respect to the Note. We render our opinion under existing statutes and court decisions as of the issue date, and we assume no obligation to update our opinion after the issue date to reflect any future action, fact or circumstance, or change in law or interpretation, or otherwise. We express no opinion on the effect of any action hereafter taken or not taken in reliance upon an opinion of other counsel on the exclusion from gross income for federal income tax purposes of interest on the Note, or on the exemption from state and local tax law of interest on the Note. Other than such record of proceedings, we have not been requested to examine or review and have not examined or reviewed the accuracy or sufficiency of any additional proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town, which have been or may hereafter be furnished or disclosed to purchasers of said Note, and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereof. The form of said Note is prescribed by Schedule B,2 of the Local Finance Law of the State of New York, but we have not examined the executed Note. This opinion is issued as of the date hereof, and we assume no obligation to update, revise or supplement this opinion to reflect any action hereafter taken or not taken, or any facts or circumstances, or changes in law or in interpretations thereof, that may hereafter occur, or for any other reason. Very truly k�'r �/� /-a