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HomeMy WebLinkAboutCorrespondence WILLKIE FARR a GALLAGHER ONE CITICORP CENTER ROBERT S.AMDURSKY" CHARLES I.KINGSON 153 EAST 53RD STREET REET ETHAN ALLEN ARMANDO T'BELLY ARTHUR D.KOWALOFF WALSTON S.BROWN KENNETH J.BIALKIN JAY F.LEARY NEW YORK, N. Y. 10022 WALTER H.BROWN,JR. ROGER D.BLANC BURTON M.LEISERT�� ROS WELL C. G EM AN JOSEPH L.BROADWIN IRA H.LUSTGARTEN JAMES S.BROWN,JR. MICHAEL G.MARKS (212) 935-8000 MARK F.HUGHES MILLARD L.MIDONICK THOMAS LBRYAN RAYMOND W.MER RITT DALE S.COLLINSON THOMAS S.MONFRIED COUNSEL ALLAN F.CONWILL BRUCE M.MONTGOMERIE PHILIP D.CORSI PAULA J.MUELLER CABLE"CONVEYANCE NEW YORK" LOUIS A.CRACO JACK H.NUSBAUM TELEX:233780(RCA) JOHN S.D'ALIMONTEBRIAN M.dBRIEN - _ 12.7670 (WU) STEPHEN I.DANZANSKY' ANTHONY F.PHILLIPS — JAMES N.EDGAR DAVID B.REA 818 CONNECTICUT AVENUE,N.W. DWIGHT W.ELLIS M ROBERT F.ROLNICK' WASHINGTON,D.C.20006 CORNELIUS T.FINNEGAN III THOMAS M.ROTHMAN TELEPHONE:(202)3288000 JOHN D.FITZSIMMONS PHILIPPE M.SALOMON TELEX:89-2762 STEPHEN B.FLOOD DANIEL SCHLOENDORN DAVID L.FOSTER PETER W.SCHMIDT ALEXANDER T.GALLOWAY II DAVID H.SCHWARTZ�� 16,AVENUE PIERRE IEA DE SERBIE WILLIAM J.GRANT.JR. IVAN SHAPIRO 75118 PARIS,FRANCE STEPHEN W.GREINER PATRICIA S.SKIGEN TELEPHONE:PARIS 723-5156 PHILLIP H.HARRIS HARVEY L.SPERRY November 21, 1983 CABLE"CONVEYANCE PARIS" ROBERT B.HODES DUNCAN J.STEWART TELEX:642-620080 LOUIS L.H DYNES,JR. CHESTER J.STRAUS RANDALLA.HUFFMAN SUSAN P.THOMASES PETER H.JAKES ALLAN TRUMBULL PETER J.KENNY PHILIP LVERVEER• ROBERT J.KNEEL • BRENT W.WHITE "MEMBER OF DISTRICT.OF COLUMBIA BAR • MEMBER OF NEW YORK AMO D.C.BARS OTHERS ADMITTED IN NEW YORK Franklyn A. Farris, Esq, Wickham, Wickham. & Bressler, P.C . Main Road, P. 0. Box 1424 Mattituck , New York 11952 Re: Town of Southold, Suffolk County $5 ,000 Bond Anticipation Note, 1983 (Renewal) Our File: 81517 .302P Dear Mr. Farris: This will acknowledge receipt of your letter dated November 7, 1983 and received with enclosures November 14, 1983. We are enclosing herewith signed copies of our approving opinion. Please deliver copies thereof to the purchaser and to the Town Clerk, retaining a copy for your file . We are also enclosing herewith our bill for services rendered relating to this matter. Such bill is submitted in duplicate, with the request that you return such duplicate to us with the check in payment of this bill. This will greatly assist our Accounting Department. With best wishes, Sincerely yours, A. T. Galloway II ATG:hm Enc. November 21, 1983 Town of Southold County of Suffolk State of New York Town of Southold, Suffolk County, New York $5,000 Bond Anticipation Note , 1983 (Renewal) Dear Sirs: We have been requested to render our opinion as to the validity of a $5,000 Bond Anticipation Note , 1983 (Renewal) (the "Note" ) , of the Town of Southold, County of Suffolk, New York (the "Issuer" ) , dated November 4, 1983, numbered 3-R, of the denomination of $5 ,000, bearing interest at the rate of 6.00% per annum, payable at maturity, and maturing November 2, 1984 , with prepayment reserved. We have examined the Constitution and statutes of the State of New York and the Internal Revenue Code of 1954, as amended, including particularly Section 103 thereof, and the regulations of the United States Treasury Department thereunder. We have also examined a certified copy of proceedings of the finance board of the Issuer and other proofs authorizing and relating to the issuance of the Note, including the form of the Note. In rendering the opinions expressed herein we have assumed the accuracy and truthfulness of all public records, documents and proceedings examined by us which have been executed or certified by public officials acting within the scope of their official capacities, and have not verified the accuracy or truthfulness thereof. We also have assumed the genuineness of the signatures appearing upon such public records, documents and proceedings and the certifications thereof. Town of Southold, Suffolk County`, New York -2- November 21 , 1983 In our opinion: (a) The Note has been authorized and issued in accordance with the Constitution and` statutes of the State of New York and constitutes a valid and legally binding general obligation of the Issuer , all the taxable real property within which is subject to the levy of ad valorem taxes to pay the Note and interest thereon, without limitation as to rate or amount; provided, however , that the enforceability (but not the validity) of the Note may be limited by any applicable bankruptcy, insolvency or other law now existing or hereafter enacted by said State or the Federal government affecting the enforcement of creditors' rights; and (b) The Note is not an "arbitrage bond" and interest on the Note is exempt under existing statutes and court decisions from Federal income taxes, from New York State income taxes, and from the New York City "personal income tax on residents" and "earnings tax on nonresidents" . The scope of our engagement in relation to the issuance of the Note has extended solely to the examination of the facts and law incident to rendering the opinions expressed herein. Such opinions are not intended and should not be construed to express or imply any conclusion that the amount of real property subject to taxation within the boundaries of the Issuer , together with other legally available sources of revenue, if any, will be sufficient to enable the Issuer to pay the principal of or interest on the Note as the same respectively become due and payable. We have not examined, reviewed or passed upon the accuracy, completeness or fairness of any factual information which may have been furnished to any purchaser of the Note by or on behalf of the Issuer and, accordingly, we express no opinion as to whether the Issuer , in connection with the sale of the Note, has made any untrue statement of a material fact or omitted to state a material fact necessary in order to :Hake any statements made, in the light of the circumstances under which they were made, not misleading . Very truly yours., hen New York �Y November 21 83 ......................................... , ................. .............., 19........ Mattituck Park District, Mattituck, Long Island, N. Y. To .......Willkie Farr &. Gallagher.............. ... Claimant Address .l53 East 53rd Street, New York, N.Y. 10022 . ................................................................... .................. IFOR professional services rendered relating—ElI I! I to a $5, 000 Bond Anticipation Note, 1983 l (Renewal) , of the Town of Southold, Suffolk --]numbered 3-R, and final opinion approving legality of said note; including ! arbitrage investigation and preparation of $100. 00 1 _ 81517 . 302P ( . 300) The undersigned (Claimant) (Acting on behalf of above named Claimant) does hereby certify that the foregoing (Cross out one) claim is true and correct and that no part thereof has been paid, except as therein stated, and that the balance therein stated is actually due and owing. November 21 83 Dated............................................ 19 ........................................................................................ Signature A. T. GalTDway I I, LAW OFFICES WICKHAM, WICKHAM & BRESSLER, P.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND NEW YORK 11952 WILLIAM WICKHAM ERIC J.BRESSLER 516-298-8353 ABIGAIL A.WICKHAM FRANKLYN A.FARRIS November 7, 1983 WILLKIE FARR & GALLAGHER One Citicorp Center 153 East 53rd Street New York, New York 10022 ATTENTION: A.T. Galloway, II Re : Town of Southold, Suffolk County, New York $5,000 Bond Anticipation Note, 1983 (Renewal) Mattituck Park District Your File No. : 81517. 302P bear Mr. Galloway: Pursuant to your letter of October 18, 1983 , I enclose the following in connection with the above renewal note : (1) Executed counterpart of Bond Anticipation Renewal Note Certificate of the Supervisor with form of note attached; (2) Executed counterpart of Closing Certificate; (3) Executed counterpart of Arbitrage Certificate. The note was renewed by The North Fork Bank & Trust Company, Mattituck, New York. Please forward your approving opinion, together with your bill for services rendered. I would appreciate it if you could include your billing on the enclosed voucher so I may submit it to the Treasurer of the Park District for payment. Thank you for your prompt and helpful cooperation. Very truly yours, .7 ,-�/ Franklyn A. Farris FAF/gar -� Enclosures cc : Mattituck Park District LAW OFFICES WICKHAM, WICKHAM & BRESSLER, P.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND WILLIAM WICKHAM NEW YORK 11952 ERIC J.BRESSLER ABIGAIL A.WICKHAM 516-298-83S3 FRANKLYN A.FARRIS November 7 , 1983 Mrs. Judith Terry, Town Clerk Town of Southold Main Road Southold, New York 11971 Re: $5 ,000 Bond Anticipation Note - 1983 Renewal Mattituck Park District Dear Mrs. Terry: This is to confirm the execution by Supervisor Pell and yourself of the following documents, and of your retention of executed copies of those documents on November 2, 1983: (1) A copy of Bond Anticipation Renewal Note - the original will be forwarded to The North Fork Bank & Trust Company; (2) Bond Anticipation Renewal Note Certificate of the Supervisor, with form of note attached; (3) Closing Certificate; (4) Arbitrage Certificate. We are forwarding executed counterparts of the above Bond Anticipation Renewal Note Certificate, Closing Certificate and Arbitrage Certificate to our New York Bond Counsel and will forward an approving opinion from them upon receipt. This is also to confirm that I delivered a check to The North Fork Bank & Trust Company from the Town of Southold in the sum of $5 , 700 representing the payment of $5, 000 of the principal on the note and $700 in interest. This will also confirm that the Mattituck Park District, in its budget for 1984, included items for the payment of interest on the Bond Anticipation Renewal Note and for the payment of the remaining $5 , 000 reduction in 1984. Mrs. Judith T. Terry, Town Clerk November 7, 1983 Page 2 If there is any additional information which you require, please feel free to contact me. Very truly yours, Franklyn A. Farris FAF/gar cc : Willkie, Farr & Gallagher WILLKJE FARR a GALLAGHER ONE CITICORP CENTER ROBERT S.AMDURSKY" CHARLES I,KINGSON 153 EAST 53RD STREET ETHAN ALLEN ARMANDO T'BELLY ARTHUR D.KOWALOFF WALSTON S.BROWN KENNETH J.BIALKIN JAY F.LEARY NEW YORK, N. Y. 10022 WALTER H.BROWN,JR. ROGER D.BLANC BURTON M.LEIBERT#- ROSWELL C.DIKEMAN JOSEPH L.BROADWIN IRA H.LUSTGARTEN MARK F.HUGHES JAMES S.BROWN,JR. MICHAEL G.MARKS - (212) 935-8000 MI LLARD L.MIDONICK THOMAS L.BRYAN RAYMOND W.MERRITT COUNSEL DALE S.COLLINSON THOMAS S.MONFRIED ALLAN F.CON W ILL PAULA J.MUELLER - CABLE"CONVEYANCE NEW YORK" PHILIP D.CORSI JACK H.NUSBAUM - LOUIS A.CRACO BRIAN M.O'BRIEN TELEX:233780(RCA) JOHN S.VALIMO NTE ANTHONY F.PHILLIPS 12 7679(WU) STEPHEN I.DANZANSKY• DAVID B.REA, JAMES N.EDGAR ROBERT F.ROLNICK• 818 CONNECTICUT AVENUE,N.W. DWIGHT W.ELLIS III THOMAS M,ROTHMAN WASHINGTON,D.C.20006 CORNELIUS T.FINNEGAN III PHILIPPE M.SALOMON - TELEPHONE:(202)328-8000 JOHN D.FITZS IMMDNS DANIEL SCHLOENDORN TELEX:89-2762 STEPHEN B.FLOOD PETER W.SCHMIDT _ DAVID L-FOSTER DAVID H.5CHWARTZ- ALEXANDER T.GALLOWAY II FR IVAN SHAPIRO 16,AVENUE PIERRE DERBIE WILLIAM J.GRANT,JR. PATRICIA S.SKIGEN 75118 PARIS,FRANCE STEPHEN W.GREINER 'HARVEY L.SPERRY TELEPHONE:PARIS 723-5156 PHILLIP H.HARRIS' DUNCANJ.STEWART - CABLE"CONVEYANCE PARIS" ROBERT B.HODES CHESTERJ.STRAUS _ TELEX:842-620080 LOUIS L.HOYNES,JR. SUSAN P.THOMASES October 18/ 1983 RANDALL A.HUFFMAN ALLAN TRU MBULL PETER H,JAKES PHILIP L.VERVEER' PETER J.KENNY BRENT W.WHITE ROBERT J.KHEEL MEMBER OF DISTRICT OF COLUMBIA BAR MEMBER OF NEW YORKAND D.C.BARS OTHERS ADMITTED IN NEW YORK Franklyn A. Farris , Esq. Wickham, Wickham & Bressler , P.C . Main Road, P.O. Box 1424 Mattituck, New York 11952 Re: Town of Southold, Suffolk County , New York $5 ,000 Bond Anticipation Note , 1983 (Renewal) Our File 81517 .302P Dear Mr . Farris: In accordance with your letter dated September 27 received September 30 , we have prepared and are enclosing herewith the following items for the above mentioned note: 1) Bond anticipation renewal note certificate , with note form attached. 2) Original note. 3) Closing Certificate. 4) Arbitrage Certificate. In due course, please see that we are furnished with an executed counterpart of each of items 1 , 3 and 4 , listed above, which will enable us to issue our approving opinion. With best wishes , Sincerely yours , A. T. Galloway II ATG:cg - Enc . 81517 .302P BOND ANTICIPATION RENEWAL NOTE CERTIFICATE DATED NOVEMBER 4 , 1983 . CERTIFICATE OF THE SUPERVISOR OF THE TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK, AUTHORIZING THE ISSUANCE OF A $5 , 000 BOND ANTICIPATION RENEWAL NOTE OF SAID TOWN TO PAY PART OF THE COST OF THE ACQUISITION OF CERTAIN REAL PROPERTY IN AND FOR THE MATTITUCK PARK DISTRICT IN SAID TOWN. I , the undersigned Supervisor of the Town of Southold, Suffolk County, New York, DO HEREBY CERTIFY: 1 . Pursuant to a bond resolution dated August 12 , 1980 , duly adopted by the Town Board of said Town on said date, authorizing the issuance of $15, 000 serial bonds of said Town to pay part of the cost of the acquisition of certain real property, as therein described, in and for said Park District in said Town, which is an assessable improvement, and delegating to me, as chief fiscal officer , power to authorize the issuance of and to sell bond anticipation notes, including renewals thereof, in anticipation of the issuance and sale of said bonds, which power is in full force and effect and has not been modified, amended or revoked, I HEREBY AUTHORIZE the issuance of a bond anticipation renewal note of said Town in the principal amount of $5, 000 in anticipation of the sale of said bonds . Said renewal note shall be dated November 4 , 1983, shall be numbered 3-R, shall be of the denomination of $5,000 , shall bear interest at the rate of per centum ( %) per annum, payable at maturity, shall mature on November 2 , 1984, with prepayment reserved, and both principal of and interest on said note • -2- 0 shall be payable in lawful money of the United States of America at in New York . Such note is a renewal note. 2 . The specific object or purpose for which said note is hereby authorized to be issued is to pay part of the cost of the aforesaid specific object or purpose. The amount of serial bonds now remaining to be issued therefor is $5 , 000 . 3 . The note herein authorized is issued for the purpose of renewing, in part , the outstanding $10 , 000 Bond Anticipation Note, 1982 (Renewal) , numbered 2-R, dated November 4 , 1982 and maturing November 4 , 1983 , which is the only bond anticipation note presently outstanding in anticipation of the sale of said bonds . The balance of said outstanding note, in the amount of $5 , 000 , will be paid from available current funds appropriated therefor , and shall constitute the second installment of the principal amount of such indebtedness , the sum of $5 , 000 has heretofore been paid from a source other than the proceeds of bonds orbondanticipation notes on November 4 , 1982 , which amount constituted the first installment of the principal amount of such indedtedness . The date of the first bond anticipation note issued in anticipation of the sale of said bonds was November 6, 1980 . 4 . Such note shall be executed in the name of said Town of Southold, Suffolk County, New York, by its Supervisor , sealed with its corporate seal , attested by its Town Clerk, and the same shall be in substantially the form attached hereto . Such note is hereby sold at private sale to , in , New York, at a price of not less than par and accrued interest, if any. -3- To the best of my knowledge and belief, no officer or employee of said Town has an interest in the sale of said note prohibited by Article 18 of the General Municipal Law, as amended. Dated: Southold, New York November 4 , 1983 . Supervisor An executed counterpart of the foregoing certificate, with form of note attached, was filed with the Town Board of said Town of Southold, New York on November 4 , 1983 . Town Clerk (CORPORATE SEAL) I TES--ST-ATES-OF AMERICA STATE OF NEW YORK • COUNTY OF SUFFOLK TOWN OF SOUTHOLD BOND ANTICIPATION NOTE, 1983 (RENEWAL) No . 3-R $5, 000 The Town of Southold, in the County of Suffolk, a municipality of the State of New York (herein called the "Obligor" ) , hereby acknowledges itself indebted and for the value received promises to pay to the bearer of this note the sum of FIVE THOUSAND DOLLARS ($5, 000) on November 2, 1984 , together with interest thereon from the date hereof at the rate of per centum ( %) per annum, payable at maturity. Both principal of and interest on this note will be paid in lawful money of the United States of America at in , New York. This note may be redeemed at any time prior to maturity by said Obligor upon giving written notice to the holder , and interest shall cease as of the date fixed for redemption. This note may not be converted into registered form. This note is one of a total authorized issue of $5, 000 , issued pursuant to proceedings duly adopted by the Finance Board of the Obligor, on August 12, 1980 , and also pursuant to BOND ANTICIPATION RENEWAL NOTE CERTIFICATE DATED NOVEMBER 4 , 1983 . CERTIFICATE OF THE SUPERVISOR OF THE TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK, AUTHORIZING THE ISSUANCE OF A $5, 000 BOND ANTICIPATION RENEWAL NOTE OF SAID TOWN TO PAY PART OF THE COST OF THE ACQUISITION OF CERTAIN REAL PROPERTY IN AND FOR THE MATTITUCK PARK DISTRICT IN SAID TOWN. " The faith and credit of the Obligor are hereby irrevocably pledged for the punctual payment of the principal of and interest on this note according to its terms . It is certified and recited that all conditions, acts and things required by the Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the issuance of this note, exist, have happened and have been performed, and that this note, together with all other indebtedness of the Obligor is within every debt and other limit prescribed by the Constitution and laws of such State. IN WITNESS WHEREOF, the Obligor, in accordance with the proceedings authorizing this note, has caused this note to be signed and its corporate seal to be hereunto affixed and attested as appears below, and this note to be dated as of November 4 , 1983 . TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK (SEAL) ATTEST: By Town Clerk Supervisor CLOSING CERTIFICATE We the undersigned do hereby certify: That we are the officers of Town of Southold, Suffolk County, New York, (hereinafter called the "Obligor" ) indicated by the official title set opposite our respective signatures to this certificate. That we did officially execute a $5 , 000 Bond Anticipation Note, 1983 (Renewal) , of said Obligor, dated November 4 , 1983 , numbered 3-R, of the denomination of $5, 000 , bearing interest at the rate of o per annum, payable at maturity and maturing November 2 , 1984 , with prepayment reserved. That no litigation of any nature is now pending or , to our knowledge, threatened (a) to restrain or enjoin the issuance or delivery of said obligations or the levy and collection of taxes or assessments to pay the same, (b) in any manner questioning or affecting, directly or indirectly, the validity of said obligations or the proceedings or authority for the issuance thereof, or (c) contesting the corporate existence or boundaries of the Obligor or the title of the undersigned officers to their respective offices; that no authority or proceedings for the issuance of said obligations has been repealed, revoked or rescinded, that the corporate seal of the Obligor, or a facsimile thereof, has been impressed or imprinted on all of said obligations; and that on the date of the execution of said obligations and on the date set forth below, we were and are the duly chosen, qualified and acting officers indicated therein and on this certificate and duly authorized to execute said obligations . That on the date of this certificate, said obligations were actually delivered to the purchaser thereof against receipt of the purchase price as follows : r -2- Principal (par value) : $5, 000 . 00 Premium: $ -0- Accrued interest from date of said obligations to date of delivery: $ -0- TOTAL: $5 , 000 . 00 WITNESS our official signatures on November 4 , 1983 , being the date of the actual delivery of said obligations , as aforesaid. Official Term of Office Signature Title Expires Supervisor Town Clerk I hereby certify that the signatures of the officers above subscribed are true and genuine. (Name of Bank) (Signature and Title) a • 81517 . 302P Arbitrage Certificate $5, 000 Bond Anticipation Note, 1983 (Renewal) I certify that I am the Supervisor of the Town of Southold, Suffolk County, New York (the "Issuer" ) ; that as such officer I am responsible, with others , for issuing the above-mentioned Note of the Issuer; and that : 1 . Set forth below are the Issuer ' s expectations on the date of issue of the Note regarding the amount and use of the proceeds of the Note and the facts and estimates on which they are based. To the best of my knowledge and ' belief , the Issuer ' s expectations are reasonable. Based on these expectations , the proceeds of the Note will not be used in a manner that would cause them to be an "arbitrage bond" under Section 103(c) of the Internal Revenue Code of 1954 , as amended (the "Code" ) and the Treasury Regulations thereunder (the "Regulations" ) . 2 . $5, 000 of the proceeds of the Note will be used to redeem, at its maturity, the Issuer ' s outstanding bond anticipation note (the "Prior Issue" ) which was issued to finance, or to refund obligations issued to finance, the project set forth in the bond anticipation renewal note certificate of the Supervisor, dated November 4 , 1983 , which is incorporated herein by reference. Such project is hereinafter referred to as the "Refunded Project" . -2- 3 . All of such $5 , 000 proceeds will be expended to discharge the Prior Issue on or prior to November 4 , 1983 and until that time will not be invested. 4 . All proceeds of all obligations originally issued to finance the "Refunded Project" and directly or indirectly refunded by the Note, have been or will be expended within three years of their respective date of issue. Such expenditures have been or will be recorded in the Issuer ' s financial records . 5 . Within one year of receipt all amounts earned from investment of proceeds of the Note will be expended to pay debt service on the Note or on obligations issued to refund the Note. 6 . It is reasonably expected that all payments of principal or interest on the Note (other than those described in paragraph 5 and other than those made from refunding obligations) shall be made from the current annual revenues of the Issuer . 7 . The Issuer has not received notice that its certificate as to arbitrage may not be relied upon with respect to its issues, nor has it been advised that any such adverse action is contemplated by the Commissioner of Internal Revenue. 8 . There is not expected to be any fund not described above that will (a) be needed to pay principal or interest on the Note, (b) replace funds that will be used to pay principal or interest on the Note, or (c) be pledged to secure the Note. 9 . This arbitrage certificate describes the Issuer ' s expectations with regard to all governmental obligations (a) issued at substantially the same time as the Note, (b) sold pursuant to a common plan of financing with the Note, and (c) to be paid out of -3— substantially the same source of funds (or that will have substantially the same claim to be paid out of substantially the same source of funds) as will be used to pay the Note. To the best of my knowledge and belief , there are no other facts, estimates or circumstances that would change the foregoing matters . IN WITNESS WHEREOF, I have hereunto set my hand on November 4 , 1983 . Supervisor LAW OFFICES WICKHAM, WICKHAM & BRESSLER, P.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND NEW YORK 11952 WILLIAM WICKHAM ERIC J.BRESSLER 516-298-8353 ABIGAIL A.WICKHAM FRANKLYN A.FARRIS September 27, 1983 X13 A.T. Gallaway, II, Esq. WII,IKIE FARR & GALLArFiE_R One Citicorp Center 153 East 53rd Street New York, NY 10022 Re: Town of Southold, Suffolk County, New York $10,000 Bond Anticipation Note, (1983 Renewal) Mattituck Park District Your File: 81517.302P Dear Mr. Galloway: This letter is to confirm my telephone conversation of September 22, 1983 with your office regarding the above-described note. We would appreciate your forwarding to us the necessary paper work in order to renew said note in the sum of $5,000 for 1982 as the Park District has decided to reduce th Bond—W 'ticnal $5,000 in 1983. The present note will fall due aiNovember 4, 1983. Thank you for your cooperation. + l ' Very truly yours', / Franklyn A. Farris FAr^:gar cc: Robert Tasker, Esq. Supervisor William R. Pell, III lbbert Graeb Frank Murphy i WILLKIE FARR & GALLAGHER ONE CITICORP CENTER ROBERT S.AMOURSKY" CHARLES I.KINGSON 153 EAST 53RD STREET ETHAN ALLEN ARMANDO T.BELLY ARTHUR O.KOWALOFF WALSTON S.BROWN KENNETHJ.BIALKIN JAY F.LEARY NEW YORK, N. Y. 10 022 WALTER H.BROWN,JR. JOSEPH L.BROAOWIN BURTON M.LEIBERT" ROSWELL C.DIKEMAN JAMES S.BROWN,JR. IRA H.LUSTGARTEN MARK F.HUGHES THOMAS L.BRYAN MICHAEL G.MARKS HOWARD C.B USCHMANIII RAYMOND W.MERRITT (212) 935-8000 MILLARD L.MIDONICK DALE S.COLLINSON THOMAS S.MONFRIED SIDNEY L.SMITH ALLAN F.CO NWILL PAULA J.MUELLER COUNSEL PHILIP 0.CO RSI JACK H.NUSBAUM LOUIS A.CRACO BRIAN M.O'BRIEN CABLE"CONVEYANCE NEW YORK" JOHN S.D'ALIMONTE ANTHONY F.PHILLIPS TELEX:233780(RCA) STEPHEN I.DANZANSKY' DAVID B.REA JAMES N.EDGAR ROBERT F.ROLNICK• 12-7679(W U) THORNTON G.EDWARDS THOMAS M.ROTH MAN DWIGHT W.ELLI5 III DANIEL 5CHLOENOORN 818 CONNECTICUT AVENUE,N.W. CORNELIUS T.FINNEGAN III PETER W.SCHMIDT WASHINGTON,D.C.20006 STEPHEN 8.FLOOD DAVID H.SCHWARTZ'• TELEPHONE:(202) 328-8000 DAVID L.FOSTER IVAN SHAPIRO TELEX:89-2762 ALEXANDER T.GALLOWAY II PATRICIA S.SKIGEN WILLIAM J.GRANT,JR. HARVEY L.SPERRY c 18,AV STEPHEN W_GREINER DUNCANJ.STEWART November 17, 1982 ENUE PIERRE I FA SERBIE PHILLIP H.HARRIS' CHESTER J.STRAUB 78116 PARIS,FRANCE ROBERT B.HODES WILLIAM T.SULLIVAN TELEPHONE:PARIS 723-5186 LOUIS L.HOYNES,JR. C.SCOTT SYKES,JR. CABLE"CONVEYANCE PARIS" RANDALL A_H UFFMAN SUSAN P.THOMASE5 TELEX:842-620080 PETER H.JAKES ALLAN TRUMBULL PETER J.KENNY BRENT W.WHITE ROBERT J.KNEEL "MEMBER OF DISTRICT OF COLUMBIA BAR MEMBER OF NEW YORK AND O.C.BARS OTHERS ADMITTED IN NEW YORK Mr. Franklyn A. Farris Wickham, Wickham & Bressler Main Road, P. 0. Box 1424 Mattituk, New York 11952 Re : Town of Southold, Suffolk County $10, 000 Bond Anticipation Note, 1982 (Renewal) Our File: 81517. 302P Dear Mr . Farris: This will acknowledge receipt of your letter dated November 8, 1982 and received with enclosures November 10, 1982. We are enclosing herewith signed copies of our approving opinion. Please deliver copies thereof to the purchaser and to the Town Clerk, retaining a copy for your file. We are also enclosing herewith our bill for services rendered relating to this matter. Such bill is submitted in duplicate, with the request that you return such duplicate to us with the check in payment of this bill. This will greatly assist our Accounting Department. With best wishes, Sincerely yours, A. T. Galloway II ATG:hm Enc. November 17, 1982 Town of Southold County of Suffolk State of New York Town of Southold, Suffolk County, New York $10, 000 Bond Anticipation Note, 1982 (Renewal) Dear Sirs: We have been requested to render our opinion as to the validity of a $10, 000 Bond Anticipation Note, 1982 (Renewal) (the "Note" ) , of the Town of Southold, County of Suffolk, New York (the "Issuer") , dated November 4, 1982, numbered 2-R, of the denomination of $10, 000, bearing interest at the rate of 7% per annum, payable at maturity, and maturing November 4, 1983, with prepayment reserved. We have examined the Constitution and statutes of the State of New York and the Internal Revenue Code of 1954, as amended, including particularly Section 103 thereof , and the regulations of the United States Treasury Department thereunder. We have also examined a certified copy of proceedings of the finance board of the Issuer and other proofs authorizing and relating to the issuance of the Note, including the form of the Note. In rendering the opinions expressed herein we have assumed the accuracy and truthfulness of all public records, documents and proceedings examined by us which have been executed or certified by public officials acting within the scope of their official capacities, and have not verified the accuracy or truthfulness thereof. We also have assumed the genuineness of the signatures appearing upon such public records, documents and proceedings and the certifications thereof. Town of Southold, Suffolk County, New York -2- November 17, 1982 In our opinion: (a) The Note has been authorized and issued in accordance with the Constitution and statutes of the State of New York and constitutes a valid and legally binding general obligation of the Issuer, all the taxable real property within which is subject to the levy of ad valorem taxes to pay the Note and interest thereon, without limitation as to rate or amount; provided, however, that the enforceability (but not the validity) of the Note may be limited by any applicable bankruptcy, insolvency or other law now existing or hereafter enacted by said State or the Federal government affecting the enforcement of creditors' rights ; and (b) The Note is not an "arbitrage bond" and interest on the Note is exempt under existing statutes and court decisions from Federal income taxes, from New York State income taxes, and from the New York City "personal income tax on residents" and "earnings tax on nonresidents" . The scope of our engagement in relation to the issuance of the Note has extended solely to the examination of the facts and law incident to rendering the opinions expressed herein. Such opinions are not intended and should not be construed to express or imply any conclusion that the amount of real property subject to taxation within the boundaries of the Issuer, together with other legally available sources of revenue, if any, will be sufficient to enable the Issuer to pay the principal of or interest on the Note as the same respectively become due and payable. We have not examined, reviewed or passed upon the accuracy, completeness or fairness of any factual information which may have been furnished to any purchaser of the Note by or on behalf of the Issuer and, accordingly, we express no opinion as to whether the Issuer, in connection with the sale of the Note, has made any untrue statement of a material fact or omitted to state a material fact necessary in order to make any statements made, in the light of the circumstances under which they were made, not misleading . Very truly yours, hm November 17, 1982 Town of Southold, County of Suffolk, New York FOR professional services rendered relating to a $10, 000 Bond Anticipation Note, 1982 (Renewal) , of the Town of Southold, Suffolk County, New York, dated November 4, 1982, numbered 2-R, and final opinion approving the legality of said note ; including arbitrage investigation and preparation of Arbitrage Certificate : $110. 00 STATE OF NEW YORK ) ss. . COUNTY OF NEW YORK ) A. T. Galloway, II, a member of the firm of Willkie Farr & Gallagher, in said County, being duly sworn, deposes and says that the services charged in the above account have been rendered and that no part thereof has been paid or satisfied. Subscribed and sworn to before me on November 17, 1982 81517. 302P. (300) LAW OFFICES WICKHAM, WICKHAM & BRESSLER, a.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND NEW YORK 11952 WILLIAM WICKHAM ERIC J.BRESSLER 516-298-8353 ABIGAIL A.WICKHAM FRANKLYN A.FARRIS November 8 , 1982 Willkie Farr & Gallagher Il 1� One Citicorp Center 153 East 53rd Street New York, N.Y. 10022 Attention: A.T. Galloway, II Re: Town of Southold, Suffolk County, New York $10 ,000 Bond Anticipation Note, 1982 (Renewal) Mattituck Park District Your File: 81517. 302P Dear Mr. Galloway: Pursuant to your letter of October 19, 1982, I enclose the following in connection with the above renewal note: (1) Executed counterpart of Bond Anticipation Renewal Note Certificate of the Supervisor with form of note attached; (2) Executed counterpart of Closing Certificate; (3) Executed counterpart of Arbitrage Certificate. The note was renewed by The North Fork Bank & Trust Company, Mattituck, New York. Please forward your approving opinion, together with your bill for services rendered. I would appreciate it if you could include your billing on the enclosed voucher so I may submit it to the Treasurer of the Park District for payment. Thank you for your prompt and helpful cooperation. Very truly yours, f Frankl A. Farris FAF:ab Encs. cc: Frank Murphy, Park Commissioner � 1 LAW OFFICES WICKHAM, WICKHAM & BRESSLER, P.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND WILLIAM WICKHAM NEW YORK 11952 ERIC J.BRESSLER ABIGAIL A.WICKHAM 516-298-8353 FRANKLYN A.FARRIS November 8, 1982 Mrs. Judith Terry, Town Clerk Town of Southold Main Road Southold, New York 11971 Re: $10, 000 Bond Anticipation Note 1982 - Renewal Mattituck Park District Dear Mrs. Terry: This is to confirm the execution by Supervisor Pell and you of the following documents, and am now forwarding executed conies of these documents on this date: (1) A copy of Bond Anticipation Renewal Note - the original will be forwarded to The North Fork Bank & Trust Co. (2) Bond Anticipation Renewal Note Certificate of the Super- visor, with form of note attached. (3) Closing Certificate. (4) Arbitrage Certificate. We are forwarding executed counterparts of the above Bond Anticipation Renewal Note Certificate, Closing Certificate and Arbitrage Certificate to our New York Bond Council and will forward an approving opinion from them upon receipt. This is also to confirm that I delivered a check to The North Fork Bank & Trust Co. from the Town of Southold in the sum of $6, 533. 29 representing the payment of $5, 000. 00 of the principal on the note and $1, 533. 29 in interest. This is also to confirm that the Mattituck Park District, in its budget for 1983, included items for the payment of interest on the Bond Anticipation Renewal Note and for the payment of an additional $5, 000. 00 reduction in 1983. Continued. . . . . . . . . . . . . . J Mrs. Judith Terry, Town Clerk Re: Mattituck Park District November 8, 1982 Page #2 If there is any additional information which you require, please feel free to contact me. Sincerely yours, Franklyn A. Farris FAF:ab cc: Willkie Farr & Gallagher Frank Murphy, Park Commissioner Robert Tasker, Esq. Robert Graeb 0 0 WILLKIE FARR a GALLAGHER ONE CITICORP CENTER ROBERT S.AMDURSKY CHARLES I.KINGSON 153 EAST 53RD STREET ETHAN ALLEN AR MANDO T.BELLY ARTHUR D.KOWALOF� WA:STON S.BROWN KENNETH J.BIALKIN JAY F.LEARY NEW YORK, N. Y. 10022 WALTER H.BROWN,JR. JOSEPHL.BROADWIN BURTON M_LEIBERT• ROSWELL C.DIKEMAN JAMES S.BROWN,JR. IRA H.LUSTGARTEN THOMAS L.BRYAN MICHAEL G.MARKS MARK F.HUGHES HOWARD C.BUSCN MAN DI RAYMOND W.MERRITT (212) 935-8000 MIL-ARD L.MIDONICK DALE S.COLLINSON THOMAS S.MONFRIED SIDNEY L.SMITH ALLAN F*CON WILL PAULA J.MUELLER COUNSEL PHILIP D.CORSI JACK H.NUSBAUM _ LOUISA.CRACO BRIAN M.O'BRIEN CABLE'CONVE MANCE NEW YORK JOHN S.D'ALIMONTE ANTHONY F.PHILLIPS TE:EX"233780(RGA) STEPHEN I.DANZANSKY• DAVID S.REA JAMES N.EDGAR ROBERT F.ROLNICK' 12-7679(W U) THORNTON G.EDWARDS THOMAS M.ROTHMAN - DWIGHT W.ELLIS III DANIEL SCHLOENDORN 818 CONNECTICUT AVENUE,N.W. CORNELIUS T.FINNEGAN M PETER W.SCHMIDT WASWNGTON,D.C.20006 STEPHEN S.FLOOD DAVID H.SCHWARTZ- TELVFN ONE:(202) 328-8000 DAVID L.FOSTER IVAN SHAPIRO TELEX:69-2762 ALEXANDER T.GALLOWAY 11 PATRICIA S.SKIGEN _ WILLIAM J.GRANT,JR. HARVEY L.SPERRY 16,AVENUE PIERRE I[w DE SERBIE STEPHEN W.GREINER DUNCAN J.STEWART PHILLIP H.HARRIS• CHESTER J.STRAUS 752,6 PARIS,FRANCE ROBERT B.HODES WILLIAM T.SULLIVAN TELEP-ON E:PARIS 723-5186 LOUIS L.HOYNES,JR. C.SCOTT SYKES.JR p CABLE'CONVEYANCE PARIS' RANDALLA.HUFFMAN SUSAN P.THOMASES October 19, 1982 TE-EX:842-620080 PETER H.JAKES ALLAN TRUMBULL PETER J.KENNY BRENT W.WHITE ROBERT J.KHEEL •MEMBER OF DISTRICT OF COLUMBIA BAR •�MEMBER OF NEW YORK AND D.C.BARS OTHERS ADMITTED IN NEW YORK Mr. Franklyn A. Farris Wickham, Wickham & Bressler, P.C. Main Road, P.O. Box 1424 Mattituck, New York 11952 - Re: Town of Southold, Suffolk County, New York $10, 000 Bond Anticipation Note, 1982 (Renewal) Acquisition of Real Property Our File 81517. 302P Dear Mr. Farris : In accordance letter dated October 6 and received in our office October 7, we have prepared and are enclosing herewith the following items for the above mentioned note: 1) Bond anticipation renewal note certificate, with note form attached. 2) Original note. 3) Closing Certificate. 4) Arbitrage Certificate. In due course, please see that we are furnished with an executed counterpart of each of items 1, 3 and 4, listed above, which will enable us to issue our approving opinion. With best wishes, Sincerely yours, A. T. Galloway II ATG:cg - Enc. 81517.302P POND ANTICIPATION RENEWAL NOTE CERTIFICATE DATED NOVEMBER 4 , 1982. CERTIFICATE OF THE SUPERVISOR OF THE TOWN OF SOUTHOLD , SUFFOLK COUNTY, NEW YORK, AUTHORIZING THE ISSUANCE OF A $10 ,000 BCND ANTICIPATION RENEWAL NOTE OF SAID TOWN TO PAY FART OF THE COST OF THE ACQUISITION OF CERTAIN REAL FROPERTY IN AND FOR THE MATTITUCK PARK DISTRICT IN SAID TOWN. I, the undersigned Supervisor of the Town of Southold, Suffolk County, New York, DO HEREBY CERTIFY: 1 . Pursuant tc a bond resolution dated August 12, 1980, duly adcpted by the Town Board of said Town on said date, authorizing the issuance of $15 ,000 serial bonds of said Town to pay part of the cost of the acquisition of certain real property, as therein described , in and for said Park District in said Town, which is an assessable imFrcvement, and delegating to me, as chief fiscal officer , power to authorize the issuance of and to sell bond anticipaticn notes, including renewals thereof, in anticipation of the issuance and sale of said bonds, which power is in full force and effect and has not been modified , amended or revoked, I HEREBY AUTHCRIZE the issuance of a bond anticipation renewal note of said Town in the &rincipal amount of $10 ,000 in anticipation of the sale cf said bonds. Said renewal note shall be dated November 4, 1982, shall be numbered 2-R , shall be of the denomination of $10,000, -2- shall bear interest at the rate of hundredths per centum ( �) per annum, payable at maturity, shall mature on November 4 , 1983 , with prepayment reserved and both principal of and interest on said note shall be payable in lawful money of the United States of America at The North Fork Bank S Trust Company, in Mattituck, New York. Such note is a renewal note. 2 . The specific object or purpose for which said note is hereby authorized tc be issued is to pay part of the cost of the aforesaid specific object or purpose. The amount of serial bonds now remaining to be issued therefor is $10,000. 3 . The note herein authorized is issued for the purpose of renewing in part the outstanding $15,000 Bond Anticipation Note, 1981 (Renewal) , of said Town, dated November 5 , 1981, numbered 1-R, and maturing November 4, 1982 , which is the only bond anticipation note presently outstanding in anticipation of the sale of said bonds . The balance of said outstanding note in the amount of $5 ,000, will be paid from available current funds appropriated therefor, and shall constitute the second installment of the principal amount of such indebtedness. The date of the first bond anticipation note issued in anticipation of the sale of said bonds was November 6 , 1980. 4 . Such renewal note shall be executed in the name of said Town of Southold , Suffolk County, New York, by its Supervisor, sealed with its corporate seal, attested by its Town Clerk, and the same shall be in substantially the form attached hereto. Such note is hereby sold at private sale to The North Fork Bank E Trust Company, -3- • in Mattituck , New York, at a price of not less than par and accrued interest, if any. To the best of my knowledge and belief , no cfficer or employee of said Town has an interest in the sale of said note prohibited by Article 18 of the General Municipal Law, as amended . Dated : Southcld, New York Ncvember 4, 1982. -------------------------------- Supervisor------ ------------------------------- Supervisor An executed counterpart of the foregoing certificate, with form of note attached, was filed with the Town Board of said Town of Southold on Ncvember 4, 1982. -------------------------------------- Town Clerk CORPCRATE SEAZ r �NITED STATE'S OF AMERICA • STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD BOND ANTICIPATION NOTE, 1982 (RENEWAL) No . 2-R $10,000 The Tcwn of Southold , in the County of Suffolk , a municipality of the State of New York (herein called the "Obligor") , hereby acknowledges itself indebted and for value received prcmises to pay to the bearer of this note the sum of TEN THOUSAND DOLLARS ($10,000) on November 4, 1983, together with interest thereon from the date hereof at the rate of hundredths per centum (___ %) per annum , payable at maturity. Both principal of and interest on this note will be paid in lawful money of the United States of America at The North Fork Bank & Trust Company, in Mattituck, New York. This ncte may be redeemed at any time prior to maturity by said Obligor upon giving written notice to the holder and interest shall cease as of the date fixed for redemption. This ncte may not be converted into registered form. This note is one of a total authorized issue of $10,000 Issued pursuant to proceedings duly adopted by the Finance Board of the Obligcr, on August 12, 1980, and also pursuant to: "BOND ANTICIPATICN RENEWAL NOTE CERTIFICATE DATED NOVEMBER 4, 1982. CERTIFICATE CF THE SUPERVISOR OF THE TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK, AUTHORIZING THE ISSUANCE OF A $10,000 BOND ANTICIPATION RENEWAL NOTE OF SAID TOWN TO PAY PART OF THE COST OF THE ACQUISITION OF CERTAIN REAL PROPERTY IN AND FOR THE MATTITUCK PARK DISTRICT IN SAID TOWN . " The faitb and credit of the Obligor are hereby irrevocably pledged for the punctual payment of the principal of and interest on this note according to its terms. It is certified and recited that all conditions, acts and things required by the Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent tc and in the issuance of this note, exist, have happened and have been performed, and that this note, together with all other indebtedness of the Obligor is within every debt and other limit prescribed by the Constitution and laws of such State . IN WITNESS WHEREOF, the Obligor , in accordance with the prcceedings authorizing this note, has caused this note to be signed and its corporate seal to be hereunto affixed and attested as appears below, and this note to be dated as of November 4 , 1982. TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK (SEAL ) ATTEST: ---- ------------------ By ------rvisor----------- Town Clerk Supervisor • CLOSING CERTIFICATE We, the undersigned do hereby certify : That we are the officers of the Tcwn of Southold, Suffolk County, New York, (hereinafter called the "Obligor") indicated by the official title set opposite our respective signatures to this certificate. That we did officially execute a $10,000 Bond Anticipation Note, 1982 (Renewal ) , of said Obligor, dated November 4, 1982, numbered 2-R , of the denomination of $10 ,004, bearing interest at the rate cf ......% per annum, payable at maturity and maturing November 4, 1983 , with prepayment reserved. That no litigation of any nature is now pending or, to our knowledge, threatened (a) to restrain or enjoin the issuance or delivery of said obligations or the levy and collection of taxes or assessments tc pay the same, (b) in any manner questioning or affecting, directly or indirectly, the validity of said obligations cr the proceedings or authority for the issuance thereof , or (c) contesting the corporate existence or boundaries of the Obligor or the title cf the undersigned officers to their respective offices; that nc authority or proceedings for the issuance of said obligations has been repealed, revoked or rescinded , that the corporate seal of the Obligor, or a facsimile thereof, has been impressed or imprinted on all of said obligations; and that on the date of the execution of said obligations and on the date set forth below , we were and are the duly chosen, qualified and acting officers indicated therein and on this certificate and duly authcrized tc execute said obligations. That cn the date of this certificate, said obligations were actually delivered to the purchaser thereof against receipt of the purchase price as follows: -2- Principal (par value) : $10,000.00 Fremium : $ _0 Accrued interest from date of said $ _0- cbligaticns to date of delivery: TOTAL: $10,000.00 WITNESS cur cfficial signatures on November 4, 1982, being the date of the actual delivery of said obligations, as aforesaid. Official Term of Office Title Egpire§------- �ignatn=e -- Supervisor _------------ ---------------------- Tovn Clerk I hereby certify that the signatures of the officers above subscribed are true and genuine . _-(Name of Bank) ~-- (Signature and Title) 81517.302P Arbitrage Certificate $10,000 Bond Anticipation Note, 1982 (Renewal) I certify that I am the Supervisor of the Town of Southold, Suffclk County, New York (the "Issuer") ; that as such officer I am responsible, with others, for issuing the above-mentioned Note of the Issuer; and that: 1 . Set forth below are the Issuer 's expectations on the date of issue of the Note regarding the amount and use of the proceeds of the Note and the facts and estimates on which they are based . To the test of my knowledge and belief, the Issuer 's expectations are reascnatle. Eased on these expectations, the proceeds of the Note will not be used in a manner that would cause them to be an "arbitrage bond" under Section 103 (c ) of the Internal Revenue Code of 1954 , as amended (the "Code") and the Treasury Regulations thereunder (the "Regulations" ). 2 . $10 ,000 cf the proceeds of the Note will be used to redeem, at its maturity, the Issuer 's outstanding bond anticipation note (the "Prior Issue") which were issued to finance, or to refund obligations issued to finance, the project set forth in the bond anticipation note certificate of the Supervisor, dated November 4, 1982 , which is incorporated herein by reference. Such project is hereinafter referred to as the "Refunded Project". -2- 3 . All cf such $10,000 proceeds will be expended to discharge the Prior Issues cn or prior to November 4, 1982 and until that time will not be invested. 4 . All proceeds of all obligations originally issued to finance the "Refunded Froject" and directly or indirectly refunded by the Note , have been or will be expended within three years of their respective date of issue. Such expenditures have been or will be recorded in the Issuer's financial records. 5 . Within one year of receipt all amounts earned from investment cf proceeds of the Note will be expended to pay debt service on the Note or on obligations issued to refund the Note . 6. It is reasonably expected that all payments of principal or interest on the Note (other than those described in paragraph 5 and other than thcse made from refunding obligations) shall be made from the current annual revenues of the Issuer. 7. The Issuer has not received notice that its certificate as to arbitrage may not be relied upon with respect to its issues , nor has it been advised that any such adverse action is contemplated by the Commissicner of Internal Revenue . F . There is not expected to be any fund not described above that will (a ) be needed to pay principal or interest on the Note, (b ) replace funds that will be used to pay principal or interest on the Note, or (c) be pledged to secure the Note. 9 . This arbitrage certificate describes the Issuer 's expectations with regard to all governmental obligations (a) issued at substantially the same time as the Note, (b) sold pursuant to a common plan cf financing with the Note, and (c) to be paid out of -3 0 - substantially the same source of funds (or that will have substantially the same claim to be paid out of substantially the same source cf funds) as will be used to pay the Note. To the best of my knowledge and belief, there are no other facts, estimates or circumstances that would change the foregoing matters . IN WITNESS WHEREOF, I have hereunto set my hand on November 4, 1982. ---------------------------------- Supervisor 9 0 LAW OFFICES WICKHAM, WICKHAM & BRESSLER, P.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND NEW YORK 11952 WILLIAM WICKHAM ERIC J. BRESSLER 516-298-8353 ABIGAIL A.WICKHAM October 6, 118 d A.T. Galloway, II , Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, N.Y. 10022 Re: Town of Southold, Suffolk County, New York $10 ,000 Bond Anticipation Note, 1982 (Renewal) Mattituck Park District Your file: 81517 . 302P Dear Mr. Galloway: This letter is to confirm my telephone conversation with your office regarding the above-described note. We would appreciate your forwarding to us the necessary paper work in order to renew said note in the sum of $10,000 for 1982. The present note will fall due on November 4, 1982. Thank you for your cooperation. Ver truly yours, i �. r Frankln A. Farris FAF:ab cc: Robert Tasker, Esq. Supervisor William R. Pell, III Robert Graeb Frank Murphy p 42 { AILLKIE FARR a GALLAGHER ONE CITICORP CENTER ROBERT S.AM DURSKY" PETER H.JAKES 153 EAST 53RD STREET ETHAN ALLEN ARMANDO T.BELLY PETER J.KENNY WALSTON S.BROWN KEN"ETH J.BIALKIN ROBERTJ.KHEEL NEW YORK, N. Y. 10022 WALTER H.BROWN,JR JOSEPH L.BROADWIN CHARLES I.KINGSON JAMES S.BROWN,JR. ARTHUR D.KOWALOFF HAROLD J.GALLAGHER THOMAS L.BRYAN JAY F.LEARY \ MARK F.HUGHES MO WARD C.BUSCHMAN III BURTON M.LEIBERT- (212) 935-8000 SIDNEY L.SMITH CA LE S.COLLINSON IRA H.LUSTGARTEN ALLAN F.CONWILL MICHAEL G.MARKS COUNSEL PHILIP O.CORSI RAYMOND W.MERRITT LOUIS A.CRACO THOMAS S.MONFRIED CABLE"CONVEYANCE NEW YORK" JOHN S.D'ALIMONTE JACK H.NUSBAUM TELEX:233780(RCA) STEPHEN I.DANZANSKY• BRIAN M.O'BRIEN 12-7679(WU) ROSWELL C.DIKEMAN ANTHONY F.PHILLIPS - JAMES N.EDGAR DAVID B.REA 818 CONNECTICUT AVENUE,N.W. THORNTONG.EDWARDS ROBERT F.ROLNICK• WASHINGTON,D.C.20006 DWI GMT W.ELLIS III THOMAS M.ROTHMAN CORNELIUS T'FINN EGAN SII DAVID H.SCHWARTZ" TELEPHONE:(202) 328-8000 STEPHEN B.FL000 PATRICIA S.SKIGEN DAVID L.FOSTER HARVEY L.5PERRY 16,AVENUE PIERRE P-DE SERBIE ALEXANDER T.GALLOWAY II DUNCAN J.STEWART 75116 PARIS,FRANCE WILLIAM J.GRANT,JR. CHESTER J.STRAUB STEPHEN W.GREINER WILLIAM T.SULLIVAN TELEPHONE:PARiS 723-5156 ROBERT B.HODES C.SCOTT SYKES,JR. CABLE"CONIVEYANCE PARIS' LOUIS L.HOY N ES,JR. ALLAN TRUMBULL TELEX:842-620050 RANDALL A.HUFFMAN November 17, 1981 MEMBER OF DISTRICT OF COLUMBIA BAR •MEMBER OF NEW YORK AND D.C.BARS OTHERS ADMITTED IN NEW YORK Ms. Abigail A. Wickham Wickham, Wickham & Bressler , P.C. Main Road - P.O. Box 1424 Mattituck, New York 11952 Re: Town of Southold, Suffolk County, New York $15, 000 Bond Anticipation Note, 1981 (Renewal) Our File: 81517. 302P Dear Abigail: Thank you for your recent letter concerning the above described note, with enclosures, which are in proper form. We are enclosing signed copies of our approving opinion, together with our bill for services rendered which we kindly request you to present for audit and payment. We are enclosing herewith a duplicate copy of such bill , with the request that you return such duplicate to us with the check for payment of this bill. This will greatly assist our Accounting Department. With best wishes , Sincerely yours, A. T. Galloway II ATG:dpc - Enc. November 17, 1981 Town of Southold County of Suffolk State of New York Town of Southold, Suffolk County, New York $15,000 Bond Anticipation Note, 1981 (Renewal) Dear Sirs: We have been requested to render our opinion as to the validity of a $15,000 Bond Anticipation Note, 1981 (Renewal) (the "Note") , of the Town of Southold, County of Suffolk, New York (the "Issuer") , dated November 5, 1981, of the denomination of $15,000, numbered 1-R, bearing interest at the rate of 10-1/4% per annum, payable at maturity, and maturing November 4, 1982, with prepayment reserved. We have examined the Constitution and statutes of the State of New York and the Internal Revenue Code of 1954, as amended, including particularly Section 103 thereof, and the regulations of the United States Treasury Department thereunder. We have also examined a certified copy of proceedings of the finance board of the Issuer and other proofs authorizing and relating to the issuance of the Note, including the form of the Note. In rendering the opinions expressed herein we have assumed the accuracy and truthfulness of all public records, documents and proceedings examined by us which have been executed or certified by public officials acting within the scope of their official capacities, and have not verified the accuracy or truthfulness thereof. We also have assumed the genuineness of the signatures appearing upon such public records, documents and proceedings and the certifications thereof. In our opinion: Town of Southold -2- November 17, 1981 (a) The Note has been authorized and issued in accordance with the Constitution and statutes of the State of New York and constitutes a valid and legally binding general obligation of the Issuer, all the taxable real property within which is subject to the levy of ad valorem taxes to pay the Note and interest thereon, without limitation as to rate or amount; provided, however, that the enforceability (but not the validity) of the Note may be limited by any applicable bankruptcy, insolvency or other law now existing or hereafter enacted by said State or the Federal government affecting the enforcement of creditors' rights; and (b) The Note is not an "arbitrage bond" and interest on the Note is exempt under existing statutes and court decisions from Federal income taxes, from New York State income taxes, and from the New York City "personal income tax on residents" and "earnings tax on nonresidents" . The scope of our engagement in relation to the issuance of the Note has extended solely to the examination of the facts and law incident to rendering the opinions expressed herein. Such opinions are not intended and should not be construed to express or imply any conclusion that the amount of real property subject to taxation within the boundaries of the Issuer, together with other legally available sources of revenue, if any, will be sufficient to enable the Issuer to pay the principal of or interest on the Note as the same respectively become due and payable. We have not examined, reviewed or passed upon the accuracy, completeness or fairness of any factual information which may have been furnished to any purchaser of the Note by or on behalf of the Issuer and, accordingly, we express no opinion as to whether the Issuer, in connection with the sale of the Note, has made any untrue statement of a material fact or omitted to state a material fact necessary in order to make any statements made, in the light of the circumstances under which they were made, not misleading. Very truly yours, dpc ........................................................., ., .. ............ I. .............. , 19........ Mattituck Park District, Mattituck, Long Island, N. Y. Willkie Farr & Gallagher Claimant To .. ......................................................... . Address 153 East 53rd Street., New York, N.Y. 10022 ........................................................................................ .................. FOR professional services rendered relating -- -- P 1 to $15, 000 Bond Anticipation Note, 1981 (Renewal) , of the Town of Southold, New York, dated November 5, 1981, numbered 1-R, I and final opinion approving the legality of_ - L J 1 .--_ said note; including arbitrage investigatio- and preparation of Arbitrage Certificate: - _ I $75 00 81517 . 302P ( 81517. 300) - The undersigned (Claimant) (Acting on behalf of above named Claimant) does hereby certify that the foregoing (Cross out one) claim is true and correct and that no part thereof has been paid, except as therein stated, and that the balance therein stated is actually due and owing. Dated...............November. . ...17. ................ 9 81 . .... .... .. . , ........................................................................................ Signature A.T. Galloway II LAW OFFICES WICKHAM, WICKHAM & BRESSLER, P.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND NEW YORK 11952 WILLIAM WICKHAM ERIC J. BRESSLER 516-298-8353 ABIGAIL A.WICKHAM ALIX T.EHLERS November 5, 1981 Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, N.Y. 10022 Attention: A.T. Galloway, II Re: Town of Southold, Suffolk County, New York $15,000 Bond Anticipation Note, 1981 (Renewal) Mattituck Park District Your File: 81517.302P Dear Tom: Pursuant to your letter of October 22, 1981, I enclose the following in connection with the above renewal note: 1) Executed counterpart of Bond Anticipation Renewal Note Certificate of the Supervisor with form of note attached; 2) Executed counterpart of Closing Certificate; 3) Executed counterpart of Arbitrage Certificate. The note was renewed by the North Fork Bank & Trust Company, Mattituck, New York. Please forward your approving opinion, together with your bill for services rendered. I would appreciate it if you could include your billing on the enclosed voucher Go I may submit it to the Treasurer of the Park District for payment. Thank you very much for your prompt and helpful cooperation. Sincerely yours, Abigail A. Wickham AAW:ab Enclosures r CC: Frank Murphy, Park Commissioner r - f WI LLKI E FARR & GALLAGHER ONE CITICORP CENTER ROBERT S.AMOURSKY�• PETER H.JAKES 153 EAST 53RD STREET ETHAN ALLEN ARMAND0 T.BELLY PETER J.KENNY WALSTON S.BROWN KENNETH J.SIALKIN ROBERT J.KNEEL NEW YORK; N. Y. 10022 WALTER H.BROWN,JR. JOSEPH L.BROADWIN CHARLES 1.KINGSON HAROLD J.GALLAGHER JAMES S.BROWN,JR. ARTHUR D.KOWALOFF THOMAS L.BRYAN JAY F.LEARY MARK F.HUGHES HOWARD C'BUSCHMAN III BURTON M.LEISERT- (212) 935-8000 SIDNEY L.SMITH DALE S.COLLINSON IRA H.LUSTGARTEN COUNSEL ALLAN F.CONWILL MICHAEL G.MARKS — PHILIP O.CORSI RAYMOND ER M W. RITT LOUIS A.CRACO THOMAS S.. ERRI T CABLE"CONVEYANCE NEW YORK" TELEX:233780(RCA) j JOHN S.D'ALIMONTE JACK H.NUSSAUM ; STEPHEN I.DANZANSKY• BRIAN M.0'8RIEN 12-7679(WU) ROSWELL C.DIKEMAN ANTHONY F.PHILLIPS — ' JAMES N.EDGAR DAVID S.REA BIB CONNECTICUT AVENUE,N.W. THORNTON G.EDWARDS ROBERT F.ROLNICK• WASHINGTON,D.C.20006 DWIGHT W.ELLIS III THOMAS M.ROTHMAN CORNELIUS T.FINNEGAN M DAVID H.SCHWARTZ�• TELEPHONEA202) 326-8000 STEPHEN 8.FLOOD PATRICIA S.SKIGEN DAVID L.FOSTER HARVEY L.SPERRY 16,AVENUE PIERRE PR DE SERBIE ALEXANDER T,GALLOWAY 11 DUNCAN J.STEWART 75116 PARIS,FRANCE WILLIAM J.GRANT,JR. CHESTER J.STRAUB STEPHEN W.GRE INER WILLIAM T.SULLIVAN TELEPHONE:PARIS 723-5186 ROBERT B.MODES C.SCOTT SYKES,JR. CABLE"CONVEYANCE PARIS' LOUIS L.H OYNES,JR. ALLAN TRUMBULL p TELEX:842-620060 RANDALL A.HUFFMAN October 22, 19 81 •MEMBER OF DISTRICT OF COLUMBIA BAR •. MEMBER OF NEW YORK AND D.C.BARS OTHERS ADMITTED IN NEW YORK Ms. Abigail A. Wickham Wickham, Wickham & Bressler , P.C. Main Road - P.O. Box 1424 Mattituck , New York 11952 Re : Town of Southold, Suffolk County, New York $15 ,000 Bond Anticipation Note, 1981 (Renewal) Mattituck Park District Our File: 81517 . 302P Dear Abigail: In accordance with our telephone conversation on October 20th, we are enclosing herewith forms of the following relating to the above mentioned renewal note: 1) Bond anticipation renewal note certificate of the Supervisor , with form of note attached. 2) Original bond anticipation renewal note. 3) Closing Certificate. 4) Arbitrage Certificate. In due course, please see that we are furnished with an executed counterpart of items 1, 311, and 4 listed above, which will enable us to release our approving opinion. With best wishes, Very truly yours, A. T. Galloway II ATG:dpc - Enc. 6 81517. 302P BOND ANTICIPATION RENEWAL NOTE CERTIFICATE DATED NOVEMBER 5, 1981. CERTIFICATE OF THE SUPERVISOR OF THE TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK, AUTHORIZING THE ISSUANCE OF A $15, 000 BOND ANTICIPATION RENEWAL NOTE OF SAID TOWN TO PAY PART OF THE COST OF THE ACQUISITION OF CERTAIN REAL PROPERTY IN AND FOR THE MATTITUCK PARK DISTRICT IN SAID TOWN. I, the undersigned Supervisor of the Town of Southold, Suffolk County, New York, DO HEREBY CERTIFY: 1. Pursuant to a bond resolution dated August 12, 1980, duly adopted by the Town Board of said Town on said date, authorizing the issuance of $15, 000 serial bonds of said Town to pay part of the cost of the acquisition of certain real property , as therein described, in and for said Park District in said Town, which is an assessable improvement, and delegating to me, as chief fiscal officer, power to authorize the issuance of and to sell bond anticipation notes, including renewals thereof , in anticipation of the issuance and sale of said bonds, which power is in full force and effect and has not been modified, amended or revoked, I HEREBY AUTHORIZE the issuance of a bond anticipation renewal note of said Town in the principal amount of $15,000 in anticipation of the sale of said bonds. Said renewal note shall be dated November 5, 1981, shall be numbered 1-R, shall be of the denomination of $15,000, • • -2- • shall bear interest at the rate of per centum ( %) per annum, payable at maturity, shall mature on November 4, 1982, with prepayment reserved, and both principal of and interest on said note shall be payable in lawful money of the United States of America at , in , New York. Such note is a renewal note. 2. The specific object or purpose for which said note is hereby authorized to be issued is to pay part of the cost of the aforesaid specific object or purpose. The amount of serial bonds now remaining to be issued therefor is $15,000. 3. The note herein authorized is issued for the purpose of renewing the outstanding $15,000 Bond Anticipation Note, 1980, of said Town, dated November 6, 1980, numbered 1, and maturing November 5, 1981, which is the only bond anticipation note presently outstanding in anticipation of the sale of said bonds. The date of the first bond anticipation note issued in anticipation of the sale of said bonds was November 6, 1980. 4. Such renewal note shall be executed in the name of said Town of Southold, Suffolk County , New York, by its Supervisor, sealed with its corporate seal, attested by its Town Clerk, and the same shall be in substantially the form attached hereto. Such note is hereby sold at private sale to , in , New York, at a price of not less than par and accrued interest, if any. To the best of my knowledge and belief, no officer or employee of said Town has an interest in the sale of said note prohibited by Article 18 of the General Municipal Law, as amended. • -3- Dated: Southold, New York November 5, 1981. Supervisor An executed counterpart of the foregoing certificate, with form of note attached, was filed with the Town Board of said Town of Southold, this 5th day of November, 1981. Town Clerk CORPORATE SEAL UNITED STATES OF AMERICA • STATE OF NEW YORK • . COUNTY OF SUFFOLK TOWN OF SOUTHOLD BOND ANTICIPATION NOTE, 1981 (RENEWAL) No. 1-R $15,000 The Town of Southold, in the County of Suffolk, a municipality of the State of New York (herein called the "Obligor") , hereby acknowledges itself indebted and for value received promises to pay to the bearer of this note the sum of FIFTEEN THOUSAND DOLLARS ($15,000) on the 4th day of November, 1982, together with interest thereon from the date hereof at the rate of per centum ( %) per annum, payable at maturity. Both principal of and interest on this note will be paid in lawful money of the United States of America at , in , New York. This note may be redeemed at any time prior to maturity by said Obligor upon giving written notice to the holder and interest shall cease as of the date fixed for redemption. This note may not be converted into registered form. This note is one of a total authorized issue of $15,000 issued pursuant to proceedings duly adopted by the Finance Board of the Obligor, on August 12, 1980, and also pursuant to: "BOND ANTICIPATION RENEWAL NOTE CERTIFICATE DATED NOVEMBER 5, 1981. CERTIFICATE OF THE SUPERVISOR OF THE TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK, AUTHORIZING THE ISSUANCE OF A $15, 000 BOND ANTICIPATION RENEWAL NOTE OF SAID TOWN TO PAY PART OF THE COST OF THE ACQUISITION OF CERTAIN REAL PROPERTY IN AND FOR THE MATTITUCK PARK DISTRICT IN SAID TOWN. " The faith and credit of the Obligor are hereby irrevocably pledged for the punctual payment of the principal of and interest on this note according to its terms. It is certified and recited that all conditions, acts and things required by the Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the issuance of this note, exist, have happened and have been performed, and that this note, together with all other indebtedness of the Obligor is within every debt and other limit prescribed by the Constitution and laws of such State. IN WITNESS WHEREOF, the Obligor, in accordance with the proceedings authorizing this note, has caused this note to be signed and its corporate seal to be hereunto affixed and attested as appears below, and this note to be dated as the 5th day of November, 1981. TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK (SEAL) ATTEST: By Town Clerk Supervisor r • CLOSING CERTIFICATE We, the undersigned do hereby certify : That we are the officers of the Town of Southold, Suffolk County, New York, (hereinafter called the "Obligor") indicated by the official title set opposite our respective signatures to this certificate. That we did officially execute a $15,000 Bond Anticipation Note, 1981 (Renewal) , of said Obligor, dated November 5, 1981, numbered 1-R, of the denomination of $15,000, bearing interest at the rate of % per annum, payable at maturity and maturing November 4, 1982,1-th prepayment reserved. That no litigation of any nature is now pending or, to our knowledge, threatened (a) to restrain or enjoin the issuance or delivery of said obligations or the levy and collection of taxes or assessments to pay the same, (b) in any manner questioning or affecting, directly or indirectly, the validity of said obligations or the proceedings or authority for the issuance thereof, or (c) contesting the corporate existence or boundaries of the Obligor or the title of the undersigned officers to their respective offices; that no authority or proceedings for the issuance of said obligations has been repealed, revoked or rescinded, that the corporate seal of the Obligor, or a facsimile thereof, has been impressed or imprinted on all of said obligations; and that on the date of the execution of said obligations and on the date set forth below, we were and are the duly chosen, qualified and acting officers indicated therein and on this certificate and duly authorized to execute said obligations. That on the date of this certificate, said obligations were actually delivered to the purchaser thereof against receipt of the purchase price as follows: • -2- Principal (par value) : $15,000.00 Premium: $ -0- Accrued interest from date of said obligations to date of delivery : $ -0- TOTAL: $15,000.00 WITNESS our official signatures the 5th day of November, 1981, being the date of the actual delivery of said obligations, as aforesaid. Official Term of Office Signature Title Expires Supervisor Town Clerk I hereby certify that the signatures of the officers above subscribed are true and genuine. (Name of Bank) (Signature and Title) 81517. 302P Arbitrage Certificate $15,000 Bond Anticipation Note, 1981 (Renewal) I certify that I am the Supervisor of the Town of Southold, Suffolk County, New York (the "Issuer") ; that as such officer I am responsible, with others, for issuing the above-mentioned Note of the Issuer; and that: 1. Set forth below are the Issuer ' s expectations on the date of issue of the Note regarding the amount and use of the proceeds of the Note and the facts and estimates on which they are based. To the best of my knowledge and belief, the Issuer ' s expectations are reasonable. Based on these expectations, the proceeds of the Note will not be used in a manner that would cause them to be an "arbitrage bond" under Section 103 (c) of the Internal Revenue Code of 1954, as amended (the "Code") and the Treasury Regulations thereunder (the "Regulations") . 2. $15,000 of the proceeds of the Note will be used to redeem, at its maturity , the Issuer ' s outstanding bond anticipation note (the "Prior Issue") which were issued to finance, or to refund obligations issued to finance, the project set forth in the bond anticipation note certificate of the Supervisor, dated November 5, 1981, which is incorporated herein by reference. Such project is hereinafter referred to as the "Refunded Project" . -2- 3. All of such $15,000 proceeds will be expended to discharge the Prior Issues on or prior to November 5, 1981 and until that time will not be invested. 4. All proceeds of all obligations originally issued to finance the "Refunded Project" and directly or indirectly refunded by the Note, have been or will be expended within three years of their respective date of issue. Such expenditures have been or will be recorded in the Issuer ' s financial records. 5. Within one year of receipt all amounts earned from investment of proceeds of the Note will be expended to pay debt service on the Note or on obligations issued to refund the Note. 6. There is not expected to be any fund not described above that will (a) be needed to pay principal or interest on the Note, (b) replace funds that will be used to pay principal or interest on the Note, or (c) be pledged to secure the Note. 7. This arbitrage certificate describes the issuer ' s expectations with regard to all governmental obligations (a) issued at substantially the same time as the Note, (b) sold pursuant to a common plan of financing with the Note, and (c) to be paid out of substantially the same source of funds (or that will have substantially the same claim to be paid out of substantially the same source of funds) as will be used to pay the Note. 8. The Issuer has not received notice that its certificate as to arbitrage may not be relied upon with respect to its issues, nor has it been advised that any such adverse action is contemplated by the Commissioner of Internal Revenue. -3- To the best of my knowledge and belief, there are no other facts, estimates or circumstances that would change the foregoing matters. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of November, 1981. Supervisor • • �%�� �p � ��� � � �x �� � �S/ �� o? 9E � &' 3s3 � � ft� , � �� �i � � , ��°� g'" '' ,��"1 WILLKIE FARR & GALLAGHER ONE CITICORP CENTER ROBEPT S.AMDURSKY" PETER H.JAKES 153 EAST 53RD STREET ETHAN ALLEN ARMANDO T.BELLY PETER J.KENNY WALSTON S.BROWN KENNEROSEPTJ.KHEEL NEW YORK, N. Y. 10022 JOS_P'n'_.GPOADWIr: CHARLES I.KINGSON WALTER H.BROWN.JR. JAMES S.BROWN.JR, ARTHUR D.KOWALOFF HAROLD J.GALLAGHER THOMAS L.BRYAN JAY F.LEARY MARK F.HUGHES HG WARD C-SUESHMAN III BURTON M.LEISERT" (212) 935-8000 SIDNEY L.SMITH DALE S.CGLLINSON IRA H.LUSTGARTEN COUNSEL N F ALLA .CONWILL MICHAEL G.MARKS PH',LIP D.COP51 RAYMOND W.MERRITT CABLE"CONVEYANCE NEW YORK" LOUIS A.CRACO THOMAS S.MONFRIED JOHN S.D'W�IMONTE JACK H.NUSBAUM. TELEX:233780(RCA) S-CPHEN i.DANZANSKY- BRIAN M.O'BRIEN 12-7679(W U) PCS WELL C.DIKE MAN" ANTHONY F.PHILLIPS .. JAMES N.EDGAR DAVID$.REA 818 CONNECTICUT AVENUE,N,W. THORN,ON C.EDWARDS ROBERT F.ROLNICK• DVJIG HT VJ.E'_LIS MTHOMAS M.ROTHMAN WASHINGTON,D.C.20006 CORN ELI US T.FINNEGAN III DAVID H.SCHWARTZ'• TELEPHONE:(202) 328-8000 5TEPHEN B.FLOOD PATRICIA S.SKIGEN _ DAVID L.FCSTER HARVEY L.SPERRY 16,AVENUE PIERRE N-DE SERBIE .. ALEXANDEP T.GALLOWAY II DUN CAN J.STEWART 75116 PARIS,FRANCE WILLIAM J.GRANT.,JR. CHESTER J.STRAUS STEPHEN W.GREINER WILLIAM T.SULLIVAN c� TELEPHONE:PARIS 723-5156 R BERTB.HODES C.SCOTT SYKES,JR. October 15 , 1981 CABLE-CONVEYANCE PARIS' LOUIS L.HO'f NES.JR. ALLAN TRUMBULL TELEX:842-620080 RANDALL A.HUFFMAN *MEMBER OF DISTRICT OF COLUMBIA BAR MEMBEA OF NEW YORK AND D.C.BARS - CTHERS ADMITTED IN NEW YORK Ms . Abigail A. Wickham Wickham, Wickham & Bressler , P . C. Main Road - P . O. Box 1424 Mattituck, New York 11952 Re : Town of Southold, Suffolk County 1981 Renewal Note , $15 , 000 or less Our File 81517 . 302P Dear Abigail : It is my understanding from our recent telephone conversation that you will be in further communication with us regarding the exact amount of the above note. Accordingly, we will withhold drafting the note proceedings until we have this advice from you. With best wishes , Very truly yours , A.-T . Galloway II ATG : sc WILLKIE FARR & GALLAGHER ONE CITICORP CENTER ROBERT S.AMDURSKY PETER H.JAKES 153 EAST 53RD STREET ETHAN ALLEN KENNETH J.51ALKIN PETER J.KENNY WALSTOW 5 BROWN JOSEPH L.BROADWIN ROBERT J.KNEEL NEW YORK, N. Y 10022 WALTER f!_BROWN,JR. JAMES 5.BROWN,JR. CHARLES 1.KINGSON THOMASL.BRYAN ARTHUR D.KOWALOFF HAROLD J. GALLAGHER HOWARD C.BUS CHMAN III JAY F.LEARY DALE 5.COLLINSON IRA H.LUSTGARTEN (212) 935-8000 MARK F HUGHES ALLAN F.CONWILL MICHAEL G.MARKS HELMER R.JOHNSON PHILIP D.CORSI ROBERT W.MARSHLOW - SIDNEY L.SMITH LOUIS A.CRACO RAYMOND W.MERRITT CHARLES S.SYKES JOHN 5.0ALIMONTE THOMAS S.MONFRIED ROSWELL C.DIK EMAN JACK H.NUSBAUM THOMAS M.TARLEAU JAMES N.EDGAR BRIAN M.O'BRIEN COUNSEL THORNTON G.EDWARDS ANTHONY F.PHILLIPS DWIGHT W.ELLIS 7I1 DAVID B.REA STEPHEN B.FLOOD THOMAS M.ROTHMAN p CABLE"CONVEYANCE NEW YORK" DAVID L.FOSTER PATRICIA S.SKIGEN November l 4, 19 8 D TELEX:233780 (RGA) II ALEXANDER T.GALLOWAY HARVEY L.SPERRY WILLIAM J.GRANT,JR. DUNCAN J.STEWART 12-7679(WU) STEPHEN W.GREINER CHESTER J.STRAUB ROBERT B.HODES WILLIAM T.SULLIVAN EUROPEAN OFFICE: L.HOYNES,JR. C.SCOTT SYKES,JR. RANDALL A.HUFFMAN ALLAN TRUMBULL 16.AVENUE PIERRE I-at SERBIE 75116 PARIS,FRANCE TELEPHONE 723-5156 Ms. Abigail A. Wickham CABLE"CONVEYANCE PARIS" Wickham, Wickham & Bressler, P. C. TELEX:sot-620080 Main Road - P. 0. Box 1424 Mattituck, New York 11952 Re : Town of Southold, Suffolk County , New York, $15, 000 Bond Anticipation Note , 1980, dated November 6, 1980, numbered 1 , Our File : 81517. 302P Dear Abigail : Thank you for your recent letter concerning the above described note, with enclosures, which are in proper form. We are enclosing signed copies of our approving opinion, together with our bill for services rendered which we kindly request you to present for audit and payment . We are enclosing herewith a duplicate copy of such bill, with the request that you return such duplicate to us with the check for payment of this bill. This will greatly assist our Accounting Department . I would like to explain the enclosed bill. Based upon our assumption that this matter will be financed over a period of five years or less entirely by the issuance of bond anticipation notes, we would normally bill at this time 60% of what our fee would be for a bond issue. This allows us to recoup for initial services and yet reflects the fact that we did not have to draft sale proceedings. _ In your case , the fee schedule would have generated a charge of $609. In view of the size of this financing , I felt that such a charge was disapportionate and have , accordingly , cut our fee by more than half. With best wishes, Very truly yours , A. T . Galloway II ATG:dpc - Enc . 1 November 14, 1980 Town of Southold, County of Suffolk, State of New York Town of Southold, Suffolk County, New York $15,000 Bond Anticipation Note, 1980 Dear Sirs: We have been requested to render our opinion as to the validity of a $15,000 Bond Anticipation Note, 1980 (the "Note") , of the Town of Southold, County of Suffolk, New York (the "Issuer") , dated November 6, 1980 , numbered 1, of the denomination of $15,000, bearing interest at the rate of 6.45% per annum, payable at maturity, and maturing November 5, 1981, with prepayment reserved. We have examined the Constitution and statutes of the State of New York and the Internal Revenue Code of 1954, as amended, including particularly Section 103 thereof, and the regulations of the United States Treasury Department thereunder. We have also examined a certified copy of proceedings of the finance board of the Issuer and other proofs authorizing and relating to the issuance of the Note, including the form of the Note. In rendering the opinions expressed herein we have assumed the accuracy and truthfulness of all public records, documents and proceedings examined by us which have been executed or certified by public officials acting within the scope of their official capacities, and have not verified the accuracy or truthfulness thereof. We also have assumed the genuineness of the signatures appearing upon such public records, documents and proceedings and the certifications thereof. In our opinion: (a) The Note has been authorized and issued in accordance with the Constitution and statutes of the State of New York and Town of Southold -2- November 14 , 1980 constitutes a valid and legally binding general obligation of the Issuer, all the taxable real property within which is subject to the levy of ad valorem taxes to pay the Note and interest thereon, without limitation as to rate or amount; provided, however, that the enforceability (but not the validity) of the Note may be limited by any applicable bankruptcy, insolvency or other law now existing or hereafter enacted by said State or the Federal government affecting the enforcement of creditors' rights; and (b) The Note is not an "arbitrage bond" and interest on the Note is exempt under existing statutes and court decisions from Federal income taxes, from New York State income taxes, and from the New York City "personal income tax on residents" and "earnings tax on nonresidents" . The scope of our engagement in relation to the issuance of the Note has extended solely to the examination of the facts and law incident to rendering the opinions expressed herein. Such opinions are not intended and should not be construed to express or imply any conclusion that the amount of real property subject to taxation within the boundaries of the Issuer, together with other legally available sources of revenue, if any, will be sufficient to enable the Issuer to pay the principal of or interest on the Note as the same respectively become due and payable. We have not examined, reviewed or passed upon the accuracy, completeness or fairness of any factual information which may have been furnished to any purchaser of the Note by or on behalf of the Issuer and, accordingly, we express no opinion as to whether the Issuer, in connection with the sale of the Note, has made any untrue statement of a material fact or omitted to state a material fact necessary in order to make any statements made, in the light of the circumstances under which they were made, not misleading. Very truly yours, dpc • November 14, 1980 Town of Southold, County of Suffolk, New York For professional services rendered relating to $15,000 Bond Anticipation Note, 1980, of the Town of Southold, New York, dated November 6, 1980, numbered 1, and final opinion a the legality of said note; including arbitrage investigation and preparation of Arbitrage Certificate: 81517.302P $300. 00 (81517.300) t STATE OF NEW YORK COUNTY OF NEW YORK ) ss. . A. T. Galloway, II, a member of the firm of Willkie Far Gallagher, in said County, that the services charged inethe abo eing dulys accounthave and says& rendered and that no part thereof has been paid obeen Or satisfied. Subscribed and sworn to before me on November 14, 1980 LAW OFFICES WICKHAM, WICKHAM & BRESSLER, P.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND NEW YORK 11952 WILLIAM WICKHAM ERIC J. BRESSLER 516-298-8353 ABIGAIL A.WICKHAM November 7, 1980 A. T. Galloway, II,, Esq. Willkie. Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, N.Y. 10022 Re: Mattituck Park District $15,000 Bond Anticipation Note, 1980 File #81517.302P Dear Tom: Thank you for sending the documents relating to the tax anticipation note. I enclose the following: 1) Executed bond anticipation note certificate with form of note attached. 2) Executed closing certificate. 3) Executed arbitrage certificate 4) Copy of bank check for $15,000 with copy of bid letter from The Bank of New York. If all is in order, please forward your opinion of counsel at your earliest convenience. Sincerely yours, 1 Abi it A. Wickham AAW:ab �4 Enclosures CC: The Bank of New York 238 Main Street , } L Greenport, N.Y. 11944 /�11 ✓✓✓ WILLKIE FARR GALLAGHER ONE CITICORP CENTER ROBERT S.AMDURSKY PETER H.JAKES 153 EAST 53RD STREET ETHAN ALLEN KENNETH J.BIALKIN PETER J.KENNY JOSEPH L.BROADWIN ROBERT J.KNEEL NEW YORK N. Y. 1 0022 WALSTON S.BROWN JAMES S.BROWN,JR. CHARLES 1.KINGSON I WALTER M.BROWN,JR. THOMAS L.BRYAN ARTHUR D.KOWALOFF HAROLD J. GALLAGHER HOWARD C.BUS CHMAN III JAY F.LEARY DALE 5.COLLINSON IRA H.LUSTGARTEN (212) 935-8000 MARK F. HUGHES ALLAN F.CONWILL MICHAEL G.MARKS HELMER R.JOHNSON PHILIP O.CO RSI ROBERT W.MARSHLOW SIDNEY L.SMITH LOUIS A.CRACO RAYMOND W.MERRITT JOHN S.DSA LIM O NTE THOMAS S.MONFRIED CHARLES S.SYKES R05WELL C.DIKEMAN JACK H.NUSBAUM THOMAS N.TARLEAU JAMES N.EDGAR BRIAN M.O'BRIEN COUNSEL THORNTON G.EDWARDS ANTHONY F. PHILLIPS DWIGHT W.ELLIS= DAVID B.REA STEPHEN B.FLOOD THOMAS M.ROTHMAN CABLE"CONVEYANCE NEW YORK" DAVID L.FOSTER PATRICIA S.SKIGEN ALEXANDER T.GALLOWAY II HARVEY L.SPERRY TELEX:23 378 0 (RCA) WILLIAM J.GRANT,JR. DUNCAN J.STEWART November 5 1980 12-7679(WU) STEPHEN W.GREINER CHESTER J.STRAUB , _ ROBERTB.HODES WILLIAM T.SULLIVAN LO UIS L.HOYNES,JR. C.SCOTT SYKES,JR. EUROPEAN OFFICE RANDALL A.HUFFMAN ALLAN TRUMBULL l6,AVENUE PIERRE 1-.9 SERBIE 75116 PARIS,FRANCE TELEPHONE 723.5156 CABLE-CONVEYANCE PARIS" Ms. Abigail A. Wickham TELEX:842.620080 Wickham, Wickham & Bressler, P. C. Main Road - P. O. Box 1424 Mattituck, New York 11952 Re : Town of Southold , Suffolk County , New York $15, 000 Bond Anticipation Note , 1980 Mattituck Park District Our File : 81517. 302P Dear Abigail : In accordance with our telephone conversation this week, we are enclosing herewith forms of the following relating to the above mentioned note : 1) Bond anticipation note certificate of the Supervisor, with form of note attached. 2) Original note. 3) Closing Certificate. 4) Arbitrage Certificate. In due course, please see that we are furnished with an executed counterpart of items 1, 3, and 4 listed above, which will enable us to release our approving opinions. With best wishes, Very truly yours , A. T. Galloway II ATG :dpc - Enc . V 81517.302P BOND ANTICIPATION NOTE CERTIFICATE DATED NOVEMBER 7, 1980. CERTIFICATE OF THE SUPERVISOR OF THE TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK, AUTHORIZING THE ISSUANCE OF A $15,000 BOND ANTICIPATION NOTE OF SAID TOWN TO PAY PART OF THE COST OF THE ACQUISITION OF CERTAIN REAL PROPERTY IN AND FOR THE MATTITUCK PARK DISTRICT IN SAID TOWN. I , the undersigned Supervisor of the Town of Southold, Suffolk County, New York, DO HEREBY CERTIFY: 1. Pursuant to a bond resolution dated August 12, 1980, duly adopted by the Town Board of said Town on said date, authorizing the issuance of $15,000 serial bonds of said Town to pay part of the cost of the acquisition of certain real property, as therein described, in and for said Park District in said Town, which is an assessable improvement, and delegating to me, as chief fiscal officer, power to authorize the issuance of and to sell bond anticipation notes, including renewals thereof, in anticipation of the issuance and sale of said bonds, which power is in full force and effect and has not been modified, amended or revoked, I HEREBY AUTHORIZE the issuance of a bond anticipation note of said Town in the principal amount of $15,000 in anticipation of the sale of said bonds. Said note shall be dated November 7, 1980 , shall be numbered 1, shall bear interest at the rate of six and forty-five hundredths per centum (6.45$) per annum, payable at maturity, shall mature on November 6, 1981, with prepayment reserved, and both principal of and interest on said note shall be payable in lawful money of the • -2- United States of America at The Bank of New York, Valley-Long Island Region, in Greenport, New York. Such note is not a renewal note. 2 . The specific object or purpose for which said note is hereby authorized to be issued is to pay part of the cost of the aforesaid specific object or purpose. The amount of serial bonds to be issued therefor is $15,000. 3. No other bond anticipation notes are presently outstanding in anticipation of the sale of such bonds. 4 . Such note shall be executed in the name of said Town of Southold, Suffolk County, New York, by its Supervisor , sealed with its corporate seal, attested by its Town Clerk, and the same shall be in substantially the form attached hereto. Such note is hereby sold at private sale to The Bank of New York, Valley-Long Island Region, in Greenport , New York, at a price of not less than par and accrued interest, if any. To the best of my knowledge and belief, no officer or employee of said Town has an interest in the sale of said note prohibited by Article 18 of the General Municipal Law, as amended. Dated: Southold, New York, November 7, 1980. Supervisor -3- An executed counterpart of the foregoing certificate, with form of note attached was filed with the Town Board of said Town of Southold, New York, this 7th day of November, 1980. Town Clerk (CORPORATE SEAL) UNITED STATES OF AMERICA STATE OF NEW YORK • COUNTY OF SUFFOLK TOWN OF SOUTHOLD BOND ANTICIPATION NOTE, 1980 No. 1 $15,000 The Town of Southold, in the County of Suffolk, a municipality of the State of New York (herein called the "Obligor") , hereby acknowledges itself indebted and for value received promises to pay to the bearer of this note the sum of FIFTEEN THOUSAND DOLLARS ($15,000) on the 6th day of November, 1981, together with interest thereon from the date hereof at the rate of .5ix and forty-five hundredths per centum (6.45$) per annum, payable at maturity. Both principal of and interest on this note will be paid in lawful money of the United States of America at The Bank of New York, Valley-Long Island Region, in Greenport, New York. This note may be redeemed at any time prior to maturity by said Obligor, upon giving written notice to the holder, and interest shall cease as of the date fixed for redemption. This note may not be converted into registered form. This note is one of a total authorized issue of $15,000 issued pursuant to proceedings duly adopted by the Finance Board of the Obligor, on August 12, 1980, and also pursuant to: . "BOND ANTICIPATION NOTE CERTIFICATE DATED NOVEMBER 7, 1980. CERTIFICATE OF THE SUPERVISOR OF THE TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK, AUTHORIZING THE ISSUANCE OF A $15,000 BOND ANTICIPATION NOTE OF SAID TOWN TO PAY PART OF THE COST OF THE ACQUISITION OF CERTAIN REAL PROPERTY IN AND FOR THE MATTITUCK PARK DISTSICT IN SAID TOWN. " The faith and credit of the Obligor are hereby irrevocably pledged for the punctual payment of the principal of and interest on this note according to its terms. It is certified and recited that all conditions, acts and things required by the Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the issuance of this note, exist, have happened and have been performed, and that this note, together with all other indebtedness of the Obligor is within every debt and other limit prescribed by the Constitution and laws of such State. IN WITNESS WHEREOF, the Obligor, in accordance with the proceedings authorizing this note, has caused this note to be signed and its corporate seal to be hereunto affixed and attested as appears below, and this note to be dated as the 7th day of November, 1980. TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK (SEAL) ATTEST: By Town Clerk Supervisor CLOSING CERTIFICATE We, the undersigned do hereby certify: That we are the officers of the Town of Southold, Suffolk County, New York, (hereinafter called the "Obligor") indicated by the official title set opposite our respective signatures to this certificate. That we did officially execute a $15,000 Bond Anticipation Note, 1980 , of said Obligor, dated November 7, 1980 , numbered 1, of the denomination of $15,000 , bearing interest at the rate of (6.45%) per annum, payable at maturity and maturing November 6, 1981, with prepayment reserved. That no litigation of any nature is now pending or, to our knowledge, threatened (a) to restrain or enjoin the issuance or delivery of said obligations or the levy and collection of taxes or assessments to pay the same, (b) in any manner questioning or affecting, directly or indirectly, the validity of said obligations or the proceedings or authority for the issuance thereof, or (c) contesting the corporate existence or boundaries of the Obligor or the title of the undersigned officers to their respective offices; that no authority or proceedings for the issuance of said obligations has been repealed, revoked or rescinded, that the corporate seal of the Obligor, or a facsimile thereof, has been impressed or imprinted on all of said obligations; and that on the date of the execution of said obligations and on the date set forth below, we were and are the duly chosen, qualified and acting officers indicated therein and on this certificate and duly authorized to execute said obligations. That on the date of this certificate, said obligations were actually delivered to the purchaser thereof against receipt of the purchase price as follows: Principal (par value) : $15,000 .00 Premium: $ -0- Accrued interest from date of said obligations to date of delivery: $ -0- TOTAL: $15,000.00 WITNESS our official signatures the 7th day of November, 1980 , being the date of the actual delivery of said obligations, as aforesaid. Official Term of Office Signature Title Expires Supervisor Town Clerk I hereby certify that the signatures of the officers above subscribed are true and genuine. (Name of Bank) (Signature and Title) 81517.302P Arbitrage Certificate $15,000 Bond Anticipation Note, 1980 The undersigned certified that he is the chief fiscal officer of the Town of Southold, Suffolk County, New York, (the "Issuer") and that, in his capacity as such, he, among others, is charged with the responsibility for issuing the above-mentioned obligation of the Issuer (the "Obligation") being issued on the date hereof, and further certifies as follows: 1. The facts and circumstances set forth below are in existence on the date hereof. The Issuer ' s expectations as to future events are also set forth below and include the expectation that the proceeds of the Obligation will not be used in a manner that would cause the Obligation to be an "arbitrage bond" within the meaning of Section 103 of the Internal Revenue Code of 1954, as amended, (the "Code") and the applicable regulations promulgated by the Department of the Treasury thereunder. To the best of my knowledge and belief, the Issuer ' s expectations are reasonable. 2. $15,000 of the proceeds of the Obligation will be used to pay the cost of the project set forth in the bond anticipation note certificate of the Supervisor , dated November 7, 1980, which is incorporated herein by reference. Such proceeds will be expended prior to November 7, 1983, and the issuer expects that binding contracts or commitments obligating the expenditure, for work on the • -2- • project, of not less than 2-1/2% of the cost of the project, have been or will be entered into prior to May 7, 1981. After a contract or commitment has been entered into for the project, work thereon will proceed with due diligence to full completion. 3. $15,000 of the Obligation proceeds will be invested without restriction as to yield. 4. Within one year of receipt all amounts earned from investment of proceeds of the Obligation will be expended to pay debt service on the Obligation or on obligations issued to refund the Obligation. 5. There is not expected to be any fund not described above that will (a) be needed to pay principal or interest on the Obligation, (b) replace funds that will be used to pay principal or interest on the Obligation, or (c) be pledged to secure the Obligation. 6. This arbitrage certificate describes the issuer ' s expectations with regard to all governmental obligations (a) issued at substantially the same time as the Obligation, (b) sold pursuant to a common plan of financing with the Obligation, and (c) to be paid out of substantially the same source of funds (or that will have substantially the same claim to be paid out of substantially the same source of funds) as will be used to pay the Obligation. 7. The Issuer has not received notice that its certificate as to arbitrage may not be relied upon with respect to its issues, nor has it been advised that any such adverse action is contemplated by the Commissioner of Internal Revenue. To the best of my knowledge and belief, there are no other facts, estimates or circumstances that would change the foregoing matters. IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of November, 1980. Supervisor e 3oz P <d4 A/t v � s October 23, 1980 Ms. Abigail A. Wickham Wickham, Wickham & Bressler, P.C. Main Roard, P. O. Box 1424 Mattituck, L. I. N. Y. 11952 Re: Town of Southold, Suffolk County Mattituck Park District Acquisition of Real Property Our File 81517. 302P Dear Abigail: Thank you for our letter dated October 20 with enclosure. We shall hold this matter in abeyance pending receipt of further instructions from you. With best wishes, Sincerely yours, A. T. Galloway II ATG:OL 0 LAW OFFICES WICKHAM, WICKHAM & BRESSLER, P.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND NEW YORK 11952 WILLIAM WICKHAM ERIC J. BRESSLER 516-298-8353 ABIGAIL A.WICKHAM October 20, 1980 Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, N.Y. 10022 Attention: A.T. Galloway II, esq. Re: Town of Southold, Suffolk County Mattituck Park District lam; Y Acquisition of Real Property File #81517.302P Dear Mr. Galloway: Enclosed is the bond resolution adopted by the Town Board which we are returning pursuant to your letter of October 2nd, 1980. We have advertised for bids which are to be opened on noon, November 3, 1980; quotations to be firm through close of business on November 7, 1980. Sincerely yours, 4 gail A. Wickham AAW:ab Enclosure October 2, 1980 Ms. Abigail A. Wickham Wickham, Wickham & Bressler, P.C. Main Road - P. O. Box 1424 Mattituck, New York 11952 Re: Town of Southold, Suffolk County Mattituck Park District Acquisition of Real Property - $20,000 Our File 81517.302P Dear Abigail: Thank you for your letter dated September 18 with enclosures, received September 22. We are returning herewith the bond resolution adopted by the Town Board on August 12, 1980 to which we have attached forms for (1) the minutes, (2) the vote taken on the bond resolution, and (3) the Clerk 's certificate. Please have the Town Clerk complete all of the blanks, sign and seal the same, and thereafter return this document to us. With best wishes, Sincerely yours, A. T. Galloway II ATG:OL Enc. 815713.302P At a meeting of the Town Board of the Town of Southold, Suffolk County, New York, held at , in said Town, on the 12th day of August, 1980, at o'clock P.M. , Prevailing Time. The meeting was called to order by , and upon roll being called, the following were: PRESENT: ABSENT: The following resolution was offered by , who moved its adoption, seconded by , to-wit: The question of the adoption of the foregoing resolution was duly put to a vote on roll call, which resulted as follows: VOTING VOTING VOTING VOTING VOTING The resolution was thereupon declared duly adopted. STATE OF NEW YORK ) ss. . COUNTY OF SUFFOLK ) I, the undersigned Clerk of the Town of Southold, Suffolk County, New York, DO HEREBY CERTIFY: That I have compared the annexed extract of the minutes of the meeting of the Town Board of said Town, including the resolution contained therein, held on the 12th day of August, 1980, with the original thereof on file in my office, and that the same is a true and correct transcript therefrom and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that all members of said Board had due notice of said meeting, and that, pursuant to Section 99 of the Public Officers Law (Open Meetings Law) , said meeting was open to the general public, and that I duly caused a public notice of the time and place of said meeting to be given to the following newspapers and/or other news media as follows: Newspaper and/or other news media Date given and that I further duly caused public notice of the time and place of said meeting to be conspicuously posted in the following designated public location(s) on the following dates: Designated Location(s) of posted notice Date of Posting IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Town this day of October, 1980. Town Clerk (CORPORATE SEAL) D LAW OFFICES WICKHAM, WICKHAM & BRESSLER, P.c. MAIN ROAD, P.O. BOX 1424 MATTITUCK LONG ISLAND NEW YORK 11952 WILLIAM WICKHAM ERIC J. BRESSLER 516-298-8353 ABIGAIL A.WICKHAM September 18, 1980 Alexander T. Galloway, II, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 43rd Street New York, N.Y. 10022 Re: Town of Southold, Suffolk County f Mattituck Park District - Acquisition of Real Property, $20,000 - File No. 81517.302P Dear Mr. Galloway: Enclosed please find the following, in connection with this matter: 1. Certified copy of the resolution adopted by the Board of Park Commissioners. 2. Certified copy of the bond resolution, showing the vote taken thereon. 3. Original printer's affidavit of publication of the legal notice of estoppel. p ecoi�o � Sincerely yours, Abi it A. Wickham AAW:ab Enclosures WILLKIE FARR & GALLAGHER ONE CITICORP CENTER ROBERT S.AMOURSKY PETER H.JAKES 153 EAST 53RD STREET ETHAN ALLEN KENNETH J.BIALKIN PETER J.KENNY w�. 1.�/ JOSEPH L.BROADWIN ROBERT J.KNEEL NEW YORK 1 V1 0022 WALSTON S.BROWN JAMES S.BROWN,JR CHARLES 1.KINGSON / WALTER H.BROWN,JR. THOMAS L.BRYAN ARTHUR O.KOWALOFF HAROLD J.GALLAGHER HOWARD C.BUSCHMAN 7II JAY F.LEARV DALE S.COLLINSON IRA H.LUSTGARTEN (212) 935-8000 MARK F. HUGHES ALLAN F.CONWILL MICHAEL G.MARKS HELMER R.JOHNSON PHILIP D.CORSI ROBERT W.MARSHLOW SIDNEY L.SMITH LOUIS A.CRACO RAYMOND W.MERRITT JOHN S.O'ALIMONTE THOMAS S.MONFRIED CHARLES S.SYKES ROSWELL C.DIKEMAN JACK H.NUSBAUM THOMAS N.TARLEAU JAMES N.EDGAR BRIAN M.O'BRIEN COUNSEL THORNTON G.EDWARDS ANTHONY F. PHILLIPS DWIGHT W.ELLIS M1 DAVID 0.REA STEPHEN B.FLOOD THOMAS M.ROTHMAN CABLE"CONVEYANCE NEW YORK" DAVID L.FOSTER PATRICIA S.SKIGEN ALEXANDER T.GALLOWAY II HARVEY L.SPERRY TELEX:233760(RCA) WILLIAM J.GRANT,JR. DUNCAN J.STEWART 12-7670(WU) STEPHEN W.GREINER CHESTER J.STRAUB ROBERT S.MODES WILLIAM T.SULLIVAN p -� LOUIS L.HOYNES,JR. C.SCOTT SYKES.JR. July 11, 19 O O EUROPEAN OFFICE RANDALL A.HUFFMAN ALLAN TRUMBULL 16,AVENUE PIERRE IMOR SERBIE 73116 PARIS,FRANCE TELEPHONE 723.0186 CABLE"CONVEYANCE PARIS" TELEX:642-620060 Abigail A. Wickham, Esq. Wickham, Wickham and Bressler, P.C. Box 1424 Mattituck, New York 11952 Re: Town of Southold, Suffolk County Mattituck Park District Acquisition of Real Property, $20, 000 Our File '815-17.3-02P' . Dear Abigail: In accordance with Commissioner Frank Murphy' s telephone request earlier this week, I am enclosing herewith a suggested form of resolution to be adopted by the Board of Park Commissioners. Once this resolution has been adopted, and some form of written request is made by the Park Commissioners to the Town Board, the Town Board may proceed immediately to adopt the enclosed bond resolution by at least a two-thirds vote of the entire voting strength of such Town Board. Our fee in connection with this matter will not exceed $650. Our fee for bond anticipation notes issued in ensuing years will not exceed $75. 00 per renewal. We enclose herewith a suggested form for the legal notice of estoppel, which should be published once in the official newspaper of the Town after adoption of the enclosed bond resolution. As soon as available, please furnish us with the following: 1) A certified copy of the resolution adopted by the Board of Park Commissioners. Abigail A. Wickham, Esq. July 11, 1980 Page Two 21 A certified copy of the bond resolution, showing the vote taken thereon. 3) An original printer's affidavit of publication of the enclosed legal notice of estoppel. With best wishes, Very truly yours, A.T. Galloway. II ATG:sc Enclosures 81517. 302P At a regular meeting of the Town Board of the Town of Southold, Suffolk County, New York, held at in said Town, on the 22nd day of July, 1980, at o' clock .M. , Prevailing Time. The meeting was called to order by and upon roll being called, the following were PRESENT: ABSENT: The following resolution was offered by who moved its adoption, seconded by to-wit: BOND RESOLUTION DATED JULY 22, 1980. A RESOLUTION AUTHORIZING THE ISSUANCE OF $15, 000 SERIAL BONDS OF THE TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK, TO PAY PART OF THE COST OF THE ACQUISITION OF CERTAIN REAL PROPERTY IN AND FOR THE MATTITUCK PARK DISTRICT IN SAID TOWN. WHEREAS, the Board of Park Commissioners of the Mattituck Park District in the Town of Southold, Suffolk County, New York, duly adopted a resolution on 'the day of July, 1980 , authorizing the acquisition of certain real property, as therein described, in and for said Park District, at a maximum estimated cost, including incidental expenses, of $20,000, which resolution requests this Town Board to authorize the issuance of $15, 000 serial bonds of said Town to pay part of said maximum estimated cost; NOW, THEREFORE BE IT RESOLVED, by the Town Board of the Town of Southold, Suffolk County, New York, as follows: Section 1. For the specific object or purpose of paying part of the cost of the acquisition of the real property referred to in the preambles hereof in and for the Mattituck Park District in the Town of Southold, Suffolk Countv, New York, there are hereby authorized to be issued $15,000 serial bonds of said Town pursuant to the Local Finance Law. Section 2. The maximum estimated cost of such specific object or purpose, including incidental expenses, is $20,000, and the plan for the financing of such maximum estimated cost consists of the issuance and sale of $15, 000 serial bonds of said Town herein authorized, and the appropria- tion and expenditure of $5, 000 current funds of said Town heretofore authorized therefor. - 2 - Section 3. It is hereby determined that the period of probable usefulness of such object or purpose, pursuant to subdivision 21 of paragraph a of Section 11. 00 of the Local Finance Law, is thirty years, and that the maximum maturity of the bonds herein authorized will exceed five years. Section 4. The faith and credit of the Town of Southold, Suffolk County, New York, are hereby irrevocably pledged for the payment of said bonds and the interest thereon. To pay said bonds and the interest thereon, there shall annually be levied and assessed against the taxable real property of said Park District, and collected in the same manner, at the same time, and by the same officers as the taxes of said Town are levied, assessed and collected, an amount sufficient to pay such principal and interest as the same respectively become due and payable, but if not paid from such source, all the taxable real property within the Town will be subject to the levy of ad valorem taxes to pay said bonds and interest thereon without limitation as to rate or amount. Section 5. Subject to the provisions of the Local Finance Law, the power to authorize the issuance of and to sell bond anticipation notes in anticipation of the issuance and sale of the serial bonds herein authorized, including renewals of such notes, is hereby delegated to the Supervisor, the chief fiscal officer. Such notes shall be of such terms, form and contents, and shall be sold in such manner, as may 3 be prescribed by said Supervisor, consistent with the provisions of the Local Finance Law. Section 6. The validity of such bonds and bond anticipation notes may be contested only if: 1) Such obligations are authorized for an object or purpose for which said Town of Southold is not authorized to expend money, or 2) The provisions of law which should be complied with at the date of publication of this resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication, or 3) Such obligations are authorized in violation of the provisions of the Constitution. Section 7 . This resolution, which takes effect immediately, shall be published in full in the Long Island Traveler Mattituck Watchman, a newspaper published at Southold, Town of Southold, New York, and in the Suffolk Times, published at Greenport, Town of Southold, New York, both papers having a general circulation within the Town of Southold, together with a notice of the Town Clerk in substantially the form provided in Section 81. 00 of the Local Finance Law. 4 - The question of the adoption of the foregoing resolution was duly put to a vote on roll call, which resulted as follows: VOTING VOTING VOTING VOTING VOTING VOTING The resolution was thereupon duly adopted. 5 - STATE OF NEW YORK ) ss. . COUNTY OF SUFFOLK ) I, the undersigned Town Clerk of the Town of Southold, Suffolk County, New York, DO HEREBY CERTIFY: That I have compared the annexed extract of the minutes of the meeting of the members of the Town Board of said Town, including the resolution contained herein, held on the 22nd day of July, 1980, with the original thereof on file in my office, and that the same is a true and correct transcript therefrom and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that all members of said Town Board had due notice of said meeting and that, pursuant to Section 99 of the Public Officers Law (Open Meetings Law) , said meeting was open to the general public and that I duly caused a public notice of the time and place of said meeting to be given to the following newspapers and/or other news media as follows: Newspapers and/or other news media Date given and that I further duly caused public notice of the time and place of said meeting to be conspicuously posted in the following designated public location (s) on the following dates: Desiganted Location (s) of posted notice Date of Posting IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said this day of , 1980. Town Clerk (CORPORATE SEAL) LEGAL NOTICE NOTICE IS HEREBY GIVEN that the resolution published herewith has been adopted by the Town Board of the Town of Southold, Suffolk County, New York, on the 22nd day of July, 1980, and the validity of the obligations authorized by such resolution may be hereafter contested only if such obligations were authorized for an object or purpose for which said Town is not authorized to expend money, or if the provisions of law which should have been complied with as of the date of publication of this notice were not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of publication of this notice, or such obligations were authorized in violation of the provisions of the Constitution. Dated: , New York 1980 Town Clerk 81517. 302P At a meeting of the Board of Park Commissioners of the Mattituck Park District in the Town of Southold, Suffolk County, New York, held at Mattituck, in said Town, on the 22nd day of July, 1980, at o' clock .M. , Prevailing Time. The meeting was called to order by and the roll being called, there were PRESENT: ABSENT: The following resolution was offered by who moved its adoption, seconded by , to-wit: RESOLUTION DATED JULY , 1980. A RESOLUTION AUTHORIZING THE ACQUISITION OF CERTAIN REAL PROPERTY IN AND FOR THE r.ATTITUCK PARK DISTRICT IN THE TOWN OF SOUTHOLD, SUFFOLK COUNTY, NEW YORK, AT A MAXIMUM ESTIMATED COST, INCLUDING INCIDENTAL EXPENSES, OF $20, 000. BE IT RESOLVED, by the Board of Park Commissioners of the Mattituck Park District in the Town of Southold, Suffolk County, New York, as follows : Section 1. Pursuant to the provisions of Section 3 of Chapter 924 of the Laws of 1941 , as amended, the acquisition of the following described property for the Mattituck Park District in the Town of Southold, Suffolk County, New York, is hereby authorized at a maximum estimated cost, including incidental expenses, of $20 , 000. Said property is bounded and described as follows: ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk, and State of New York, and bounded and designated as follows: BEGINNING at a concrete monument set on the southerly line of Main Road at the northwesterly corner of land of Mattituck School District running thence along said land of Mattituck School District, five courses, as follows: (_1) South 331 29 ' 00" East 184. 00 feet to a concrete monument, thence (2) South 570 26 ' 00' East 141. 5 feet to a post; thence (3) North 86° 01' 00" East 105. 55 feet to a pipe; thence (4) North 720 00 ' 00" East 69 . 55 feet to a pipe; thence (5) South 81° 36' 00" East 120. 4 feet to a pipe at the shore of Marratooka Lake, thence southerly along the shore of said Marratooka Lake about 245 feet to land of John Pylko; thence along said land of John Pylko, South 881 32 ' 00" West about 500 feet to land conveyed or about to be conveyed by the party of the first - 2 - part to Ralph Cox; thence along the last described land, North 15" 07 ' 20" West 412. 29 feet to a stake set on the southerly line of Main Road; thence along said southerly line of Main Road North 57° 44 ' 40" East 141. 2 feet to the point of beginning. Premises are described in deed dated July 25, 1945 and recorded in the Suffolk County Clerk' s Office in Liber 2481 of Deeds Page 458 . Section 2. The Town Board of the Town of Southold, Suffolk County, New York, is hereby requested to authorize the issuance of $15 ,000 serial bonds of said Town pursuant to the provisions of the Local Finance Law to pay part of the maximum estimated cost of such object or purpose. Section 3. A certified copy of this resolution shall be filed with the Town Board of said Town. Section 4 . This resolution shall take effect immediately. 3 - STATE OF NEW YORK ss. . COUNTY OF SUFFOLK I, the undersigned Secretary of the Board of Commissioners of Mattituck Park District, Suffolk County, New York, DO HEREBY CERTIFY: That I have compared the annexed extract of the minutes of the meeting of the members of said Board, including the resolution contained herein, held on the 22nd day of July, 1980, with the original thereof on file in my office, and that the same is a true and correct transcript therefrom and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that all members of said Board had due notice of said meeting and that, pursuant to Section 99 of the Public Officers Law (.Open Meetings Law) , said meeting was open to the general public and that I duly caused a public notice of the time and place of said meeting to be given to the following newspapers and/or other news media as follows: Newspapers and/or other news media Date given and that I further duly caused public notice of the time and place of said meeting to be conspicuously posted in the following designated public location (s) on the following dates: Designated Location (s) of posted notice Date of Posting IN WITNESS WHEREOF, I have hereunto set my hand this day of 1980. District Secretary STATE OF NEW YORK ) ) ss. . COUNTY OF SUFFOLK ) I, the undersigned Town Clerk of the Town of Southold, Suffolk County, New York, DO HEREBY CERTIFY: That I have compared the foregoing copy of the resolution of the Board of Park Commissioners of the Mattituck Park District dated July , 1980, with the original thereof which was filed in my office on the day of July, 1980, and that the same is a true and correct copy of said original and of the whole of said original so far as the same relates to the subject matters therein referred to. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Town this day of July, 1980. Town Clerk (S E A L )