S-8

As filed with the Securities and Exchange Commission on June 5, 2009

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BFC FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Florida	59-2022148
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2100 West Cypress Creek Road
Fort Lauderdale, Florida	33309
(Address of Principal Executive Offices)	(Zip Code)

BFC Financial Corporation 2005 Stock Incentive Plan

(Full title of the plan)

Alan B. Levan
Chairman, Chief Executive Officer and President
BFC Financial Corporation
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309

(Name and address of agent for service)

(954) 940-4900

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

o Large accelerated filer	o Accelerated filer
o Non-accelerated filer (Do not check if a smaller reporting company)	x Smaller reporting company

CALCULATION OF REGISTRATION FEE

			Proposed
			maximum		Proposed
Title of	Amount to be		offering price		maximum aggregate		Amount of
securities to be registered	registered(1)		per share(2)		offering price(2)		registration fee(2)
Class A Common Stock, par value $0.01 per share		3,000,000	$	0.38	$	1,140,000	$	64

(1)	Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Class A Common Stock which may become issuable under the BFC Financial Corporation 2005 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction.
(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Class A Common Stock on the Pink Sheets Electronic Quotation Service on June 2, 2009.

TABLE OF CONTENTS

Explanatory Note
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-5.1
EX-23.1
EX-23.2

Explanatory Note

     On May 19, 2009, the shareholders of BFC Financial Corporation (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2005 Stock Incentive Plan (the “Plan”) to, among other things, increase the maximum number of shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), available for grant under the Plan from 3,000,000 shares to 6,000,000 shares. The Company is filing this Registration Statement to register the additional 3,000,000 shares of Class A Common Stock available for grant under the Plan as a result of the Amendment.

     The additional 3,000,000 shares of Class A Common Stock registered hereunder are of the same class as those securities registered by the Company under its Registration Statement on Form S-8 which was filed with the Securities and Exchange Commission (the “Commission”) on August 4, 2005 (Registration No. 333-127206) (the “Earlier Registration Statement”). Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by the Company with the Commission are incorporated herein by reference:

(1)	The Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Commission on March 31, 2009.
(2)	The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, filed with the Commission on May 14, 2009.
(3)	The Company’s Current Report on Form 8-K, filed with the Commission on May 19, 2009.
(4)	The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 29, 2009, that are deemed “filed” with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(5)	The description of the Company’s Class A Common Stock, $0.01 par value per share, contained in the Company’s Registration Statements on Form 8-A, filed with the Commission on October 16, 1997 and June 20, 2006.

     All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits.

     The following exhibits are filed herewith:

Exhibit
Number		Description
	5.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	23.1	Consent of PricewaterhouseCoopers LLP
	23.2	Consent of Ernst & Young LLP
	23.3	Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
	24.1	Power of Attorney (set forth on the signature pages to this Registration Statement)

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Fort Lauderdale, State of Florida, on June 5, 2009.

BFC FINANCIAL CORPORATION
By:	/s/ Alan B. Levan
	Alan B. Levan,
	Chairman, Chief Executive Officer and President

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Alan B. Levan and John E. Abdo, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Alan B. Levan Alan B. Levan	Chairman, Chief Executive Officer and President	June 5, 2009
/s/ John E. Abdo John E. Abdo	Vice Chairman	June 5, 2009
/s/ John K. Grelle John K. Grelle	Executive Vice President and Chief Financial Officer	June 5, 2009
/s/ Maria R. Scheker Maria R. Scheker	Chief Accounting Officer	June 5, 2009
/s/ D. Keith Cobb D. Keith Cobb	Director	June 5, 2009
/s/ Neil Sterling Neil Sterling	Director	June 5, 2009
/s/ Oscar Holzmann Oscar Holzmann	Director	June 5, 2009

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EXHIBIT INDEX

Exhibit
Number		Description
	5.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	23.1	Consent of PricewaterhouseCoopers LLP
	23.2	Consent of Ernst & Young LLP
	23.3	Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
	24.1	Power of Attorney (set forth on the signature pages to this Registration Statement)

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EX-5.1

Exhibit 5.1

Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.

Miami n Ft. Lauderdale n Tampa

June 5, 2009

Mr. Alan B. Levan
Chairman, Chief Executive Officer and President
BFC Financial Corporation
2100 W. Cypress Creek Road
Fort Lauderdale, Florida 33309

      Re: BFC Financial Corporation
Registration Statement on Form S-8

Dear Mr. Levan:

     We have acted as counsel to BFC Financial Corporation, a Florida corporation (the “Company”), with respect to the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) in connection with the registration of 3,000,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.01 per share, issuable pursuant to the BFC Financial Corporation 2005 Stock Incentive Plan (the “Plan”).

     In connection with our opinion, we have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, the Plan and the Amended and Restated Articles of Incorporation, as amended, and By-laws, as amended, of the Company, as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion, including copies of resolutions of the Board of Directors of the Company relating to the issuance of the Shares pursuant to the Plan. We have also examined and are familiar with the proceedings taken by the Company to authorize the issuance of the Shares pursuant to the Plan.

     In rendering this opinion, we have undertaken no independent review of the operations of the Company. Instead, we have relied solely upon the documents described above. In examining such documents, we have assumed, without independent investigation (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iii) the authenticity of the originals of such latter documents and (iv) that actual information supplied to us was accurate, true and complete. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon the accuracy of (i) all representations and warranties submitted to us for purposes of rendering the opinion and (ii) factual recitals made in the resolutions adopted by the Board of Directors of the Company. We express no opinion as to federal securities laws or the “blue sky” laws of any state or jurisdiction. This opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter change and/or come to our attention.

150 West Flagler Street, Suite 2200 n Miami, Florida 33130 n Phone (305) 789-3200 n Fax (305) 789-3395 n www.stearnsweaver.com

     Based upon the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that the Shares registered under the Registration Statement and issuable in accordance with the Plan will, if and when issued and delivered by the Company against payment of adequate consideration therefor in accordance with the terms and conditions of the Plan, be validly issued, fully paid and non-assessable.

     We hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement and to any references to this firm in the Registration Statement and in the documents incorporated therein by reference.

Very truly yours,
 

/s/ STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.  

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of BFC Financial Corporation of our report dated March 31, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting which appears in BFC Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
June 3, 2009

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the BFC Financial Corporation 2005 Stock Incentive Plan of our report dated March 12, 2009, with respect to the consolidated financial statements of Bluegreen Corporation, which are included as Exhibit 99.1 to BFC Financial Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2008 filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Certified Public Accountants

West Palm Beach, Florida
June 3, 2009