Exhibit 5.11
150 CLAY STREET ● SUITE 500 ● P.O. BOX 619 ● MORGANTOWN, WEST VIRGINIA 26507 ● TELEPHONE: 304-284-4100 ● TELECOPIER: 304-284-4140
www.jacksonkelly.com
January 11, 2019
Eldorado Resorts, Inc.
100 West Liberty Street, Suite 1150
Reno, Nevada 89501
Ladies and Gentlemen:
We have acted as special counsel in the State of West Virginia (the “State”) to Mountaineer Park, Inc., a West Virginia corporation (“Mountaineer”), in connection with the filing by Eldorado Resorts, Inc., a Nevada corporation (the “Company”), of a registration statement onForm S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), with respect to up to $600,000,000 in aggregate principal amount of 6% Senior Notes due 2026 (the “Exchange Notes”) of the Company, and the related guarantee of the Exchange Notes (the “Exchange Guarantee”) by Mountaineer, to be issued in exchange for an equal aggregate principal amount of the Company’s outstanding 6% Senior Notes due 2026 (the “Existing Notes”) and the related guarantee of the Existing Notes issued September 20, 2018 pursuant to (i) the Indenture, dated as of September 20, 2018, among the Company, Mountaineer and the other guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain supplemental indenture dated as of October 1, 2018 (together, the “Indenture”) and (ii) the Registration Rights Agreement, dated as of September 20, 2018 (the “Registration Rights Agreement”), among the Company, Mountaineer and the other guarantors party thereto and the other parties party thereto.
In rendering the opinions expressed below, we have examined copies of the Indenture, the Registration Rights Agreement and the Existing Notes and the forms of the Exchange Notes and the Exchange Guarantee of Mountaineer (such documents are sometimes hereinafter referred to as the “Transaction Documents”). We have also examined a Certificate of Existence for Mountaineer, issued by the Secretary of State of the State of West Virginia on January 10, 2019 (the “Certificate of Existence”), and the Omnibus Officer’s Certificate regarding Mountaineer executed by Edmund L. Quatmann, Jr., and dated October 1, 2018, including the exhibits and attachments thereto (collectively, the “Officer’s Certificate”), and we have assumed that the Officer’s Certificate is true accurate and in full force and effect as of the date hereof. For purposes of this opinion letter and except to the extent set forth in the opinions expressed below, we have assumed all such proceedings have been or will be timely completed in the manner presently proposed, and the terms of such issuance will be in compliance with applicable laws.
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