SQUIRE, SANDERS & DEMPSEY L.L.P.
200 South Biscayne Boulevard Suite 4000
| LEGAL Miami, FL 33131-2398
[LOGO SQUIRE | COUNSEL
OMITTED] SANDERS | WORLDWIDE Office: +1.305.577.7000
Fax: +1.305.577.7001
Exhibit 8.2
May 22, 2007
FPL Recovery Funding LLC
700 Universe Boulevard
Juno Beach, Florida 33408-0420
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408-0420
Re: FPL Recovery Funding LLC
Senior Secured Bonds, Series A
Florida Tax Opinion
Ladies and Gentlemen:
We have acted as special Florida counsel to Florida Power & Light Company
("FPL") and FPL Recovery Funding LLC, a Delaware limited liability company (the
"Company"), in connection with the preparation of the Registration Statement
filed on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the issuance of up to $652,000,000
of Senior Secured Bonds, Series A (the "Storm-Recovery Bonds"), of the Company
offered as described in the form of the prospectus (the "Prospectus") included
as part of the Registration Statement. The Storm-Recovery Bonds were issued
under an Indenture (the "Indenture"), dated as of May 22, 2007 (the "Indenture")
between the Company and The Bank of New York, as trustee.
We are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the proposed authorization, issuance and sale of the
Storm-Recovery Bonds. We have examined and relied upon originals, or copies of
originals, certified or otherwise identified to our satisfaction of such records
of the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and other
instruments, and examined such questions of law and satisfied ourselves to such
matters of fact as we deemed relevant or necessary as a basis for this letter.
In rendering the opinions expressed in this letter, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us
CINCINNATI O CLEVELAND O COLUMBUS O HOUSTON O LOS ANGELES O MIAMI O NEW YORK
O PALO ALTO O PHOENIX O SAN FRANCISCO O TALLAHASSEE O TAMPA O TYSONS CORNER
WASHINGTON DC O WEST PALM BEACH | CARACAS O RIO DE JANEIRO
O SANTO DOMINGO | BRATISLAVA O BRUSSELS O BUDAPEST O FRANKFURT O LONDON
O MOSCOW PRAGUE O WARSAW | BEIJING O HONG KONG O SHANGHAI
O TOKYO | ASSOCIATED OFFICES: BUCHAREST O BUENOS AIRES
O DUBLIN O KYIV O MILAN O SANTIAGO
www.ssd.com
FPL Recovery Funding LLC SQUIRE, SANDERS & DEMPSEY L.L.P.
Florida Power & Light Company
May 22, 2007
Page 2
as originals and the conformity with the original documents of any copies
thereof submitted to us for examination. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company or others.
Based upon the forgoing, it is our opinion that corporations that are not
otherwise subject to the Florida corporate net income tax will not become
subject to the tax solely by investing in the Storm-Recovery Bonds. Therefore,
such corporations will not incur any Florida corporate net income tax
liability with respect to interest payments received on the Storm-Recovery
Bonds.
The opinions set forth herein are based on the current provisions of the
Florida Statutes which are subject to change, possibly on a retroactive basis.
Any such change, or any change in the facts on which such opinions are based,
may adversely affect our opinions. The opinions set forth herein have no
binding effect on the Florida Department of Revenue or the courts. No rulings
from the Florida Department of Revenue have been or will be requested with
respect to the legal issues that are the subject of our opinion. No assurance
can be given that, if the matter were contested, the Florida Department of
Revenue or a court would agree with our opinions set forth above.
This opinion is provided solely to you as a legal opinion, and not as a
guaranty or warranty and is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of
any changes in the opinions expressed herein resulting from changes in law,
changes in facts, or any other matters that hereafter might occur or be
brought to our attention.
We are furnishing this opinion to you solely in connection with the
issuance of the Storm-Recovery Bonds described above, and this opinion is not
to be relied on, circulated, quoted or otherwise referred to for any other
purpose. However, we hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the references to this Firm in
the Prospectus under the section captioned "Material Florida State Tax
Consequences". In giving such consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ Squire, Sanders & Dempsey L.L.P.
SQUIRE, SANDERS & DEMPSEY L.L.P.