Exhibit 5.1
[LETTERHEAD OF O’MELVENY & MYERS LLP]
December 24, 2008
Harrah’s Entertainment, Inc.
Harrah’s Operating Company, Inc.
One Caesars Palace Drive
Las Vegas, NV 89109
| Re: | Registration of 10.75% Senior Notes due 2016 and 10.75%/11.5% Senior Toggle Notes due 2018 |
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-4 (such registration statement, as amended or supplemented, the “Registration Statement“) of Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent Guarantor“), and Harrah’s Operating Company, a Delaware corporation (the “Issuer“), in connection with the registration under the Securities Act of 1933, as amended, of (i) $4,200,153,000 in aggregate principal amount at maturity of the Issuer’s 10.75% Senior Notes due 2016 (the “2016 Notes“), (ii) $1,052,583,000 in aggregate principal amount of the Issuer’s 10.75%/11.5% Senior Toggle Notes due 2018 (the “2018 Notes“, and together with the 2016 Notes, the “Notes“) and (iii) the joint and several guarantees (the “Guarantees“) of the Notes by each of the entities listed onSchedule A attached hereto (collectively, the “Guarantors“).
We have acted as special counsel to the Issuer in connection with the above. In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies.
Upon the basis of the foregoing, we are of the opinion that:
| 1. | The Notes and the Guarantees of Guarantors formed (in the case of limited liability companies or partnerships) in the state of Delaware or incorporated (in the case of corporations) in the states of California or Delaware have been duly authorized by all necessary corporate or company action on the part of the Issuer, the Parent Guarantor and such other Guarantors, as applicable; and |
| 2. | The Notes and the Guarantees are the legally valid and binding obligations of the Issuer, the Parent Guarantor and the other Guarantors, as applicable, enforceable against the Issuer, the Parent Guarantor and the other Guarantors in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. |
In rendering the opinion in paragraph 2 above, we have assumed that (i) the Guarantees of Guarantors not formed (in the case of limited liability companies or partnerships) or incorporated (in the case of corporations) in the states of California or Delaware and (ii) the indenture and supplemental indentures, if any, pursuant to which the Notes and Guarantees have been issued have been duly authorized, executed and delivered by all necessary corporate or company action on the part of such Guarantors.
The law governed by this opinion letter is limited to the present federal law of the United States, the present law of the States of California and New York, the present Delaware General Corporation Act, the present Delaware Limited Liability Company Act and the present Delaware Revised Uniform Partnership Act. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority or any jurisdiction.
We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder.
| Very truly yours, |
| /s/ O’Melveny & Myers LLP |
Schedule A
Harrah’s Entertainment, Inc.(Parent Guarantor), a Delaware corporation
California Clearing Corporation, a California corporation
Bally’s Midwest Casino, Inc., a Delaware corporation
Bally’s Operator, Inc., a Delaware corporation
Caesars Palace Corporation, a Delaware corporation
Harrah’s International Holding Company, Inc., a Delaware corporation
Sheraton Tunica Corporation, a Delaware corporation
AJP Holdings, LLC, a Delaware limited liability company
AJP Parent, LLC, a Delaware limited liability company
Biloxi Hammond, LLC, a Delaware limited liability company
Biloxi Village Walk Development, LLC, a Delaware limited liability company
Chester Facility Holding Company, LLC, a Delaware limited liability company
Harrah’s Chester Downs Investment Company, LLC, a Delaware limited liability company
Harrah’s Maryland Heights LLC, a Delaware limited liability company
Harrah’s MH Project, LLC, a Delaware limited liability company
Harrah’s Operating Company Memphis, LLC, a Delaware limited liability company
Harrah’s Shreveport/Bossier City Holding Company, LLC, a Delaware limited liability company
Harrah’s Shreveport/Bossier City Investment Company, LLC, a Delaware limited liability company
Harrah’s Sumner Investment Company, LLC, a Delaware limited liability company
Harrah’s Sumner Management Company, LLC, a Delaware limited liability company
Harrah’s West Warwick Gaming Company, LLC, a Delaware limited liability company
Horseshoe Gaming Holding, LLC, a Delaware limited liability company
JCC Holding Company II, LLC, a Delaware limited liability company
Koval Holdings Company, LLC, a Delaware limited liability company
Reno Crossroads, LLC, a Delaware limited liability company
Village Walk Construction, LLC, a Delaware limited liability company
Winnick Parent, LLC, a Delaware limited liability company
Winnick Holdings, LLC, a Delaware limited liability company
Bally’s Olympia Limited Partnership, a Delaware limited partnership
Caesars World, Inc., a Florida Corporation
Southern Illinois Riverboat/Casino Cruises, Inc., an Illinois corporation
Casino Computer Programming, Inc., an Indiana corporation
Roman Entertainment Corporation of Indiana, an Indiana corporation
Roman Holding Corporation of Indiana, an Indiana corporation
Caesars Riverboat Casino, LLC, an Indiana limited liability company
Horseshoe Hammond, LLC, an Indiana limited liability company
Players Bluegrass Downs, Inc., a Kentucky corporation
Harrah’s Bossier City Investment Company, LLC, a Louisiana limited liability company
Horseshoe Shreveport, L.L.C., a Louisiana limited liability company
Jazz Casino Company, LLC, a Louisiana limited liability company
JCC Fulton Development, LLC, a Louisiana limited liability company
Players Riverboat II, LLC, a Louisiana limited liability company
Horseshoe Entertainment, a Louisiana corporation
BL Development Corp., a Minnesota corporation
GCA Acquisition Subsidiary, Inc., a Minnesota corporation
Grand Casinos, Inc., a Minnesota corporation
Grand Media Buying, Inc., a Minnesota corporation
Grand Casinos of Biloxi, LLC, a Minnesota limited liability company
Bally’s Tunica, Inc., a Mississippi corporation
East Beach Development Corporation, a Mississippi corporation
Robinson Property Group Corp., a Mississippi corporation
Grand Casinos of Mississippi, LLC - Gulfport, a Mississippi limited liability company
Harrah’s North Kansas City LLC, a Missouri limited liability company
B I Gaming Corporation, a Nevada corporation
Benco, Inc., a Nevada corporation
Caesars Entertainment Golf, Inc., a Nevada corporation
Caesars Entertainment Akwesasne Consulting Corp., a Nevada corporation
Caesars Entertainment Canada Holding, Inc., a Nevada corporation
Caesars Entertainment Finance Corp., a Nevada corporation
Caesars Entertainment Retail, Inc., a Nevada corporation
Caesars Palace Realty Corp., a Nevada corporation
Caesars Palace Sports Promotions, Inc., a Nevada corporation
Caesars United Kingdom, Inc., a Nevada corporation
Caesars World Merchandising, Inc., a Nevada corporation
CEI-Sullivan County Development Company, a Nevada corporation
Consolidated Supplies, Services and Systems, a Nevada corporation
Desert Palace, Inc., a Nevada corporation
Dusty Corporation, a Nevada corporation
FHR Corporation, a Nevada corporation
Flamingo-Laughlin, Inc., a Nevada corporation
Harrah’s Alabama Corporation, a Nevada corporation
Harrah’s Arizona Corporation, a Nevada corporation
Harrah’s Illinois Corporation, a Nevada corporation
Harrah’s Imperial Palace Corp., a Nevada corporation
Harrah’s Interactive Investment Company, a Nevada corporation
Harrah’s Investments, Inc., a Nevada corporation
Harrah’s Kansas Casino Corporation, a Nevada corporation
Harrah’s Management Company, a Nevada corporation
Harrah’s Marketing Services Corporation, a Nevada corporation
Harrah’s Maryland Heights Operating Company, a Nevada corporation
Harrah’s New Orleans Management Company, a Nevada corporation
Harrah’s Pittsburgh Management Company, a Nevada corporation
Harrah’s Reno Holding Company, Inc., a Nevada corporation
Harrah’s Southwest Michigan Casino Corporation, a Nevada corporation
Harrah’s Travel, Inc., a Nevada corporation
Harrah’s Tunica Corporation, a Nevada corporation
Harrah’s Vicksburg Corporation, a Nevada corporation
Harveys BR Management Company, Inc., a Nevada corporation
Harveys C.C. Management Company, Inc., a Nevada corporation
Harveys Iowa Management Company, Inc., a Nevada corporation
HBR Realty Company, Inc., a Nevada corporation
HCR Services Company, Inc., a Nevada corporation
HEI Holding Company One, Inc., a Nevada corporation
HEI Holding Company Two, Inc., a Nevada corporation
Las Vegas Resort Development, Inc., a Nevada corporation
LVH Corporation, a Nevada corporation
Parball Corporation, a Nevada corporation
Players Development, Inc., a Nevada corporation
Players Resources, Inc., a Nevada corporation
Reno Projects, Inc., a Nevada corporation
Rio Development Company, Inc., a Nevada corporation
Tele/Info, Inc., a Nevada corporation
Trigger Real Estate Corporation, a Nevada corporation
190 Flamingo, LLC, a Nevada limited liability company
Caesars India Sponsor Company, LLC, a Nevada limited liability company
Corner Investment Company, LLC, a Nevada limited liability company
DCH Exchange, LLC, a Nevada limited liability company
Harrah’s Bossier City Management Company, LLC, a Nevada limited liability company
Harrah’s Chester Downs Management Company, LLC, a Nevada limited liability company
Harrah’s License Company, LLC, a Nevada limited liability company
Harrah’s Shreveport Investment Company, LLC, a Nevada limited liability company
Harrah’s Shreveport Management Company, LLC, a Nevada limited liability company
H-BAY, LLC, a Nevada limited liability company
HCAL, LLC, a Nevada limited liability company
HHLV Management Company, LLC, a Nevada limited liability company
Hole in the Wall, LLC, a Nevada limited liability company
Horseshoe GP, LLC, a Nevada limited liability company
Koval Investment Company, LLC, a Nevada limited liability company
Las Vegas Golf Management, LLC, a Nevada limited liability company
Nevada Marketing, LLC, a Nevada limited liability company
Players Holding, LLC, a Nevada limited liability company
Players International, LLC, a Nevada limited liability company
Players LC, LLC, a Nevada limited liability company
Players Maryland Heights Nevada, LLC, a Nevada limited liability company
Players Riverboat Management, LLC, a Nevada limited liability company
Players Riverboat, LLC, a Nevada limited liability company
Roman Empire Development, LLC, a Nevada limited liability company
TRB Flamingo, LLC, a Nevada limited liability company
New Gaming Capital Partnership, a Nevada partnership
Bally’s Park Place, Inc., a New Jersey corporation
Boardwalk Regency Corporation, a New Jersey corporation
Caesars New Jersey, Inc., a New Jersey corporation
Caesars World Marketing Corporation, a New Jersey corporation
GNOC, Corp., a New Jersey corporation
Martial Development Corp., a New Jersey corporation
Players Services, Inc., a New Jersey corporation
Atlantic City Country Club 1, LLC, a New Jersey limited liability company
Harrah’s NC Casino Company, LLC, a North Carolina limited liability company
Harrah South Shore Corporation, a California corporation
Showboat Atlantic City Mezz 1, LLC, a Delaware limited liability company
Showboat Atlantic City Mezz 2, LLC, a Delaware limited liability company
Showboat Atlantic City Mezz 3, LLC, a Delaware limited liability company
Showboat Atlantic City Mezz 4, LLC, a Delaware limited liability company
Showboat Atlantic City Mezz 5, LLC, a Delaware limited liability company
Showboat Atlantic City Mezz 6, LLC, a Delaware limited liability company
Showboat Atlantic City Mezz 7, LLC, a Delaware limited liability company
Showboat Atlantic City Mezz 8, LLC, a Delaware limited liability company
Showboat Atlantic City Mezz 9, LLC, a Delaware limited liability company
Showboat Atlantic City Propco, LLC, a Delaware limited liability company
Tahoe Garage Propco, LLC, a Delaware limited liability company
Harveys Tahoe Management Company, Inc., a Nevada corporation
HTM Holding, Inc., a Nevada corporation
Showboat Holding, Inc., a Nevada corporation
DCH Lender, LLC, a Nevada limited liability company
Durante Holdings, LLC, a Nevada limited liability company
Caesars Entertainment Development, LLC, a Nevada limited liability company
Ocean Showboat, Inc., a New Jersey corporation
Showboat Atlantic City Operating Company, LLC, a New Jersey limited liability company
