Exhibit 5.5
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637
Main Tel +1 312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com
January 11, 2019
Eldorado Resorts, Inc.
100 West Liberty Street, Suite 1150
Reno, Nevada 89501
| Re: | Registration Statement onForm S-4 for 6.000% Senior Notes due 2026 |
Ladies and Gentlemen:
We have acted as special Illinois counsel to Elgin Riverboat Resort–Riverboat Casino, an Illinois partnership (the “Company”) and wholly owned subsidiary of Eldorado Resorts, Inc., a Nevada corporation (“ERI”), in connection with the filing by ERI 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 “Securities Act”), to register under the Securities Act up to $600,000,000 in aggregate principal amount of ERI’s 6.000% Senior Notes due 2026 and the related guarantees, including the guarantee to be provided by the Company (the “Exchange Guarantee”), to be issued pursuant to (i) the Indenture, dated as of September 20, 2018, among ERI, the Company, the other guarantors party thereto and U.S. Bank National Association, as trustee, as supplemented by that certain supplemental indenture dated as of October 1, 2018 (the “Indenture”), and (ii) the Registration Rights Agreement, dated as of September 20, 2018, among ERI, the Company, the other guarantors party thereto and the other parties party thereto.
In rendering the opinions expressed herein, we have examined (i) executed copies of the Indenture (including the form of guarantee contained therein), (ii) the Second Amended and Restated Partnership Agreement of the Company dated August 7, 2018, and (iii) the written consent of the executive committee of the Company dated September 6, 2018. We have also examined such other documents and instruments and have made such further investigations as we have deemed necessary or appropriate in connection with this opinion.
In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies and the legal competence of each individual executing any document. As to all parties other than the Company, we have assumed the due authorization, execution and delivery of all documents and the validity and enforceability thereof against all parties thereto, other than the Company, in accordance with their respective terms.
As to matters of fact (but not as to legal conclusions), to the extent we deemed proper, we have relied on certificates of responsible officers of the Company and of public officials.
Based upon and subject to the foregoing, and having regard for legal considerations that we deem relevant, we are of the opinion that:
1. The Company is a general partnership under the laws of the State of Illinois.
2. The Company has the partnership right, power and authority to execute, deliver and perform its obligations under the Indenture and the Exchange Guarantee.
3. The execution and delivery of the Indenture and the Exchange Guarantee has been duly authorized by the Company.
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