As filed with the Securities and Exchange Commission on April 22, 1997
Registration No. 333- ______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANKUNITED FINANCIAL CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0377773
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
255 ALHAMBRA CIRCLE
CORAL GABLES, FLORIDA 33134
(305) 569-2000
---------------------------------------------------
(Address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
BANKUNITED FINANCIAL CORPORATION
1996 INCENTIVE COMPENSATION AND STOCK AWARD PLAN
------------------------------------------------
(Full title of the plan)
ALFRED R. CAMNER
CHAIRMAN OF THE BOARD
BANKUNITED FINANCIAL CORPORATION
255 ALHAMBRA CIRCLE
CORAL GABLES, FLORIDA 33134
(305) 569-2000
-------------------------------------------------
(Name, address, including ZIP Code, and telephone
number, including area code, of agent for
service)
Copies to:
MARSHA D. BILZIN, ESQ.
STUZIN AND CAMNER,
PROFESSIONAL ASSOCIATION
550 BILTMORE WAY, SUITE 700
CORAL GABLES, FLORIDA 331314
(305) 442-4994
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class A Common Stock. . . . . . . . . . . . . . . . . . . .550,000 . . $10.00(2)(3) $5,500,000.00 $1,666.67
shares (2)(3)
- -----------------------------------------------------------------------------------------------------------------------------
Class B Common Stock. . . . . . . . . . . . . . . . . . . .550,000 . . $10.00(2)(3) $5,500,000.00 $1,666.67
shares (2)(3)
- -----------------------------------------------------------------------------------------------------------------------------
Noncumulative Convertible Preferred Stock, Series B. . . . 100,000 . . $14.959(2)(3) $1,495,900.00 $453.30
shares (2)(3)
=============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), the number of securities registered hereby includes an undetermined
number of shares resulting from any stock splits, stock dividends or
similar transactions relating to the registered securities.
(2) Pursuant to Rule 457(h)(1) and 457(c) under the Securities Act, estimated
for the purpose of calculating the registration fee based on the average
of the bid and asked prices of the Class A Common Stock on April 17, 1997,
as quoted on the Nasdaq National Market System.
(3) Neither the Class B Common Stock nor the Noncumulative Convertible
Preferred Stock, Series B is publicly traded, but each share of Class B
Common Stock is convertible into one share of Class A Common Stock, and
each share of Noncumulative Convertible Preferred Stock, Series B is
convertible into 1.4959 shares of Class B Common Stock. Therefore, the
market price of the Class A Common Stock is being used solely for purposes
of calculating the registration fee.
------------------
This Registration Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
_____________________
* The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, shall
constitute a prospectus which meets the requirements of Section 10(a) of the
Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS.
The following BankUnited documents are incorporated by
reference herein (Commission File No. 5-43936):
(1) BankUnited's Annual Report on Form 10-K/A for the year
ended September 30, 1996 filed with the Commission on December 23, 1996.
(2) BankUnited's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996 filed with the Commission on February 14, 1997.
(3) BankUnited's Current Reports on Form 8-K dated November
15, 1996, December 30, 1996, February 25, 1997, March 24, 1997 and April 2, 1997
filed with the Commission on December 2, 1996, January 9, 1997, February 25,
1997, March 26, 1997 and April 4, 1997, respectively.
(4) BankUnited's Current Report on Form 8-K dated March 5,
1993 filed with the Commission to register BankUnited's Class A Common Stock
under Section 12(g) of the Securities Exchange Act of 1934, as amended.
Suncoast's Annual Report on Form 10-K for the year ended June
30, 1996 filed with the OTS on September 27, 1996, is also incorporated by
reference herein.
Suncoast's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 filed with the OTS on November 13, 1996, is also incorporated
by reference herein.
All documents filed with the Commission by BankUnited pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus, but prior to the termination of the offering to which this
Prospectus relates, shall be deemed to be incorporated herein by reference and
such documents will be deemed to be a part hereof from the date of filing of
such documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein will be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded will not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
2
<PAGE>
Item 4. DESCRIPTION OF SECURITIES.
CLASS A COMMON STOCK
The Class A Common Stock has been registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended. Accordingly, a description
of the Class A Common Stock is not required herein.
CLASS B COMMON STOCK
BankUnited's Articles of Incorporation authorizes the issuance of up to
3,000,000 shares of Class B Common Stock, all of which have the rights and
preferences described below. The Class B Common Stock is held by directors,
executive officers and certain other stockholders of BankUnited. As of April 10,
1997, 275,685 shares of Class B Common Stock were issued and outstanding and
1,866,957 shares were reserved for issuance under BankUnited's stock option and
stock bonus plans and upon the conversion of Series B Preferred Stock, as
described below.
DIVIDENDS. The holders of Class B Common Stock are entitled to
dividends when, as, and if declared by BankUnited's Board of Directors out of
funds legally available therefor. The payment of dividends on the Class B Common
Stock is subject to the right of the holders of the Class A Common Stock to
receive a dividend per share of 110% of the amount per share of any dividend
declared on the Class B Common Stock.
VOTING RIGHTS. Each share of Class B Common Stock entitles the holder
thereof to one vote on all matters upon which stockholders have the right to
vote. The Class B Common Stock does not have cumulative voting rights in the
election of directors.
CONVERTIBILITY. Each share of Class B Common Stock is convertible into
one share of Class A Common Stock, subject to adjustment on the occurrence of
certain events.
LIQUIDATION. In the event of any liquidation, dissolution or winding up
of BankUnited, the holders of shares of Class B Common Stock are entitled to
share equally with the holders of shares of Class A Common Stock, after payment
of all debts and liabilities of BankUnited and subject to the prior rights of
holders of shares of BankUnited's preferred stock, in the remaining assets of
BankUnited.
NO PREEMPTIVE RIGHTS; REDEMPTION; ASSESSABILITY. Holders of shares of
Class B Common Stock are not entitled to preemptive rights with respect to any
shares of any stock of BankUnited that may be issued. The Class B Common Stock
is not subject to call or redemption and is fully paid and non-assessable.
3
<PAGE>
NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B
BankUnited's Articles of Incorporation authorizes the issuance, in
series, of up to 10,000,000 shares of preferred stock and permits BankUnited's
Board of Directors to establish the rights and preference of each of such
series. As of April 10, 1997, 183,818 shares of the Noncumulative Convertible
Preferred Stock, Series B ("Series B Preferred") were issued and outstanding.
The shares of Series B Preferred Stock are held by directors, executive officers
and other stockholders of BankUnited.
DIVIDENDS. Holders of BankUnited Noncumulative Convertible Preferred
Stock, Series B, are entitled to noncumulative cash dividends payable quarterly
at the fixed annual rate of $0.7375. As of April 21, 1997, the total annual
dividend requirement for all series of BankUnited's outstanding Preferred Stock
was $2.9 million. See Notes 13 and 18 to BankUnited's September 30, 1996
Consolidated Financial Statements.
VOTING RIGHTS. Each share of Series B Preferred Stock is entitled to 2
1/2 votes per share on all matters submitted to a vote of stockholders. The
Series B Preferred Stock does not have cumulative voting rights in the election
of directors.
The holders of Series B Preferred Stock are permitted to elect two
directors for their class to the Board, if BankUnited fails to declare and pay
dividends for six dividend periods, whether or not those periods are
consecutive. The right to elect directors would be revoked once BankUnited paid
dividends in four consecutive periods.
CONVERSION RIGHTS. Each share of Series B Preferred Stock is
convertible into 1.4959 shares of Class B Common Stock, subject to adjustment on
the occurrence of certain events.
LIQUIDATION. In the event of any liquidation, dissolution or winding up
of BankUnited, voluntary or involuntary, and prior to any distribution of assets
is made to the holders of Class A Common Stock or Class B Common Stock, if the
liquidation is involuntary the holders of the Series B Preferred Stock will be
entitled to preferences on liquidation of $7.375 per share and if the
liquidation is involuntary then such holders shall be entitled to receive the
redemption price per share applicable at the time of liquidation.
REDEMPTION. The Series B Preferred Stock is redeemable at BankUnited's
option at $7.4487 per share until January 31, 1998, and thereafter at $7.375 per
share.
RANK. The Series B Preferred Stock ranks, as to dividend rights, rights
upon liquidation, dissolution or winding up of BankUnited, and redemption
rights, senior to the Class A Common Stock and Class B Common Stock.
4
<PAGE>
NO PREEMPTIVE RIGHTS; ASSESSABILITY. Holders of BankUnited's preferred
stock are not entitled to preemptive rights with respect to any shares of any
stock of BankUnited that may be issued. The outstanding Preferred Stock is fully
paid and non-assessable.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of BankUnited's Articles of Incorporation and
Bylaws, as well as certain provisions of Florida law, could have the effect of
deterring takeovers. The Board of Directors believes that the provisions of
BankUnited's Articles of Incorporation and Bylaws described below are prudent
and in the best interests of BankUnited and its stockholders. Although these
provisions may discourage a future takeover attempt in which stockholders might
receive a premium for their shares over the then current market price and may
make removal of incumbent management more difficult, the Board of Directors
believes that the benefits of these provisions outweigh their possible
disadvantages. Management is not aware of any current effort to effect a change
in control of BankUnited.
DIRECTORS. The Board of Directors is divided into three classes of
directors serving staggered three-year terms. Vacancies on the Board may be
filled for the remainder of the unexpired term by a majority vote of the
directors then in office. The maximum number of members of BankUnited's Board of
Directors is 20.
Stockholders entitled to vote may nominate persons for election as
directors only if written notice is given not later than (i) with respect to an
annual meeting, 60 days in advance of the meeting, and (ii) with respect to a
special meeting, the close of business on the seventh day following the date on
which notice of the meeting is first given.
CUMULATIVE VOTING. Stockholders may not cumulate their votes in the
election of directors.
CAPITAL STRUCTURE. The Board of Directors may authorize for issuance
various series of Common Stock and Preferred Stock with different voting rights.
The Board of Directors is authorized to establish the rights and preferences of
such stock and issue such shares, subject to stockholder approval in certain
circumstances.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Class A Common Stock offered
hereby will be passed upon for BankUnited by Stuzin and Camner, Professional
Association ("Stuzin and Camner") Miami, Florida.
Alfred R. Camner, Chairman of the Board, Chief Executive
Officer, President and a Director of BankUnited, is the senior managing director
and a shareholder of Stuzin and Camner, and Marc Lipsitz, a director of
BankUnited, is the managing partner of Stuzin and Camner. As of April 10, 1997
directors and employees of Stuzin and Camner directly and indirectly owned in
the aggregate 268,423 shares of BankUnited's Class A Common Stock, 684,160
shares of BankUnited's
5
<PAGE>
Class B Common Stock and 107,578 shares of BankUnited's Preferred Stock
(including shares that may be acquired by the exercise of options, but not
including shares received upon the conversion of other classes of stock).
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Articles of Incorporation of BankUnited
provides that BankUnited shall indemnify its officers and directors to the
fullest extent permitted by law.
The Bylaws of BankUnited provide that BankUnited will
indemnify any person against whom an action is brought or threatened because
that person is or was a director, officer or employee of BankUnited for any
amount for which that person becomes liable under a judgment in such action and
reasonable costs and expenses, including attorneys' fees. Such indemnification
may only be made, however, if (i) final judgment on the merits is in his or her
favor or (ii) in case of settlement, final judgment against him or her or final
judgment in his or her favor, other than on the merits, if a majority of the
Board of Directors of BankUnited determines that he or she was acting in good
faith within the scope of his or her duties and for a purpose he or she could
have reasonably believed under the circumstances was in the best interests of
BankUnited.
Section 607.0831 of the Florida Business Corporation Act
provides, among other things, that a director is not personally liable for
monetary damages to a company or any other person for any statement, vote,
decision, or failure to act, by the director, regarding corporate management or
policy, unless the director breached or failed to perform his or her duties as a
director and such breach or failure constitutes (a) a violation of criminal law,
unless the director had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(b) a transaction from which the director derived an improper personal benefit;
(c) a circumstance under which the liability provisions of Section 607.0834 of
the Florida Business Corporation Act (relating to the liability of the directors
for improper distributions) are applicable; (d) willful misconduct or a
conscious disregard for the best interest of BankUnited in the case of a
proceeding by or in the right of BankUnited to procure a judgment in its favor
or by or in the right of a shareholder; or (e) recklessness or an act or
omission in bad faith or with malicious purpose or with wanton and willful
disregard of human rights, safety or property, in a proceeding by or in the
right of someone other than such company or a shareholder.
Section 607.0850 of the Florida Business Corporation Act
authorizes, among other things, BankUnited to indemnify any person who was or is
a party to any proceeding (other than an action by or in the right of
BankUnited) by reason of the fact that he is or was a director, officer,
employee or agent of BankUnited (or is or was serving at the request of
BankUnited in such a position for any entity) against liability incurred in
connection with such proceeding, if he or she acted in good faith and in a
manner reasonably believed to be in the best interests of BankUnited and, with
respect to criminal proceedings, had no reasonable cause to believe his or her
conduct was unlawful.
Florida law requires that a director, officer or employee be
indemnified for expenses (including attorneys' fees) to the extent that he or
she has been successful on the merits or otherwise
6
<PAGE>
in the defense of any proceeding. Florida law also allows expenses of defending
a proceeding to be advanced by a company before the final disposition of the
proceedings, provided that the officer, director or employee undertakes to repay
such advance if it is ultimately determined that indemnification is not
permitted.
Florida law states that the indemnification and advancement of
expenses provided pursuant to Section 607.0850 is not exclusive and that
indemnification may be provided by a company pursuant to other means, including
agreements or bylaw provisions. Florida law prohibits indemnification or
advancement of expenses, however, if a judgment or other final adjudication
establishes that the actions of a director, officer or employee constitute (i) a
violation of criminal law, unless he or she had reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (ii) a transaction from which such person derived an
improper personal benefit; (iii) willful misconduct or conscious disregard for
the best interests of BankUnited in the case of a derivative action or a
proceeding by or in the right of a shareholder, or (iv) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act (relating to the liability of
directors for improper distributions) are applicable.
BankUnited has purchased director and officer liability
insurance that insures directors and officers against liabilities in connection
with the performance of their duties.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.*
The following is a list of Exhibits to this Registration
Statement:
4.1 Articles of Incorporation of BankUnited (Exhibit 3.1 to
BankUnited's Form 10-K Report for the year ended September
30, 1996).
4.2 Bylaws of BankUnited (Exhibit 4.5 to BankUnited's
Post-Effective Amendment No. 1 on Form S-8 to Form S-4
Registration Statement, File No. 333-13211, as filed with the
Securities and Exchange Commission on November 14, 1996).
5.1 Opinion of Stuzin and Camner, P.A. regarding the legality of
the securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Stuzin and Camner, P.A. (set forth in Exhibit 5.1
to this Registration Statement).
7
<PAGE>
24.1 Power of attorney (set forth on the signature page in Part II
of this Registration Statement).
- --------------
* Exhibits containing a parenthetical reference in their description are
incorporated herein by reference from the documents described in the
parenthetical reference.
Item 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to Item 6 of this Registration Statement, or
otherwise, the Registrant has been advised that in the opinion of the
8
<PAGE>
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coral Gables, State of Florida on April 14, 1997.
BANKUNITED FINANCIAL CORPORATION
By: /s/ ALFRED R. CAMNER
--------------------------------------
Alfred R. Camner
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alfred R. Camner his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on April 14, 1997 by the following
persons in the capacities indicated.
<TABLE>
<S> <C>
/s/ ALFRED R. CAMNER
- -------------------------------- Chairman of the Board, Chief Executive
Alfred R. Camner Officer, President and Director
(Principal Executive Officer)
/s/ LAWRENCE H. BLUM
- -------------------------------- Director
Lawrence H. Blum
/s/ JAMES A. DOUGHERTY
- -------------------------------- Chief Operating Officer, Executive Vice
James A. Dougherty President and Director
10
<PAGE>
/s/ EARLINE G. FORD
- -------------------------------- Executive Vice President, Treasurer and
Earline G. Ford Director
/s/ SAMUEL A. MILNE
- -------------------------------- Executive Vice President and Chief Financial
Samuel A. Milne Officer (Principal Financial Officer and
Principal Accounting Officer)
/s/ MARC D. JACOBSON
- -------------------------------- Director
Marc D. Jacobson
/s/ ALLEN M. BERNKRANT
- -------------------------------- Director
Allen M. Bernkrant
- -------------------------------- Director
Patricia L. Frost
/s/ BRUCE FRIESNER
- -------------------------------- Director
Bruce Friesner
/s/ ALBERT J. FINCH
- -------------------------------- Director
Albert J. Finch
- -------------------------------- Director
Irving P. Cohen
/s/ ANNE W. SOLLOWAY
- -------------------------------- Director
Anne W. Solloway
/s/ CHRISTINA CUERVO MIGOYA
- -------------------------------- Director
Christina Cuervo Migoya
11
<PAGE>
- -------------------------------- Director
Neil Messinger
/s/ ELIA J. GIUSTI
- -------------------------------- Director
Elia J. Giusti
- -------------------------------- Director
Norman E. Mains
/s/ MARC LIPSITZ
- -------------------------------- Director
Marc Lipsitz
</TABLE>
12
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
5.1 Opinion of Stuzin and Camner, P.A. regarding the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP.
EXHIBIT 5.1
April 22, 1997
BankUnited Financial Corporation
255 Alhambra Circle
Coral Gables, Florida 33134
Ladies and Gentlemen:
We are acting as your counsel with regard to the issuance by BankUnited
Financial Corporation, a Florida corporation, of up to 550,000 shares of its
Series I Class A Common Stock, $.01 par value per share and Series I Class B
Common Stock, $.01 par value per share (the "Common Stock"), and up to 100,000
shares of its Noncumulative Convertible Preferred Stock, Series B (the
"Preferred Stock"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"). The Common
Stock and Preferred Stock will be issued pursuant to the provisions of the
BankUnited Financial Corporation 1996 Incentive Compensation and Stock Award
Plan (the "Stock Award Plan").
We are familiar with the relevant documents and materials used in
preparing the Registration Statement. Based on our review of such relevant
documents and materials, and of such other documents and materials as we have
deemed necessary and appropriate, we are of the opinion that the shares of
Common Stock and Preferred Stock, when issued pursuant to the provisions of the
Stock Award Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ STUZIN AND CAMNER,
PROFESSIONAL ASSOCIATION
-------------------------------------------
Stuzin and Camner, Professional Association
EXHIBIT 23.1
[PRICE WATERHOUSE]
To the Board of Directors
BankUnited Financial Corporation
We consent to the incorporation herein by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
November 4, 1996, except as to Note 18 which is as of November 15, 1996,
appearing on Page 54 of BankUnited Financial Corporation's Annual Report on Form
10-K/A for the year ended September 30, 1996, and our report dated August 12,
1996 relating to the financial statements of Suncoast Savings and Loan
Association, FSA.
Miami, Florida
April 21, 1997
