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[Letterhead of Sullivan & Cromwell LLP]
January 20, 2010
American Casino & Entertainment Properties LLC,
2000 Las Vegas Boulevard South,
Las Vegas, Nevada 89104.
ACEP Finance Corp.,
2000 Las Vegas Boulevard South,
Las Vegas, Nevada 89104.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of (i) $375,000,000 principal amount of 11% Senior Secured Notes due 2014 (the "Notes") of American Casino & Entertainment Properties LLC, a Delaware limited liability company (the "Company"), and ACEP Finance Corp., a Delaware corporation (together with the Company, the "Issuers"), to be issued in exchange for the Issuers' outstanding 11% Senior Secured Notes due 2014 pursuant to the Indenture, dated as of August 14, 2009 (the "Indenture"), among the Issuers, the subsidiaries of the Company listed on Annex A hereto (the "Guarantors") and The Bank of New York Mellon, as trustee (the "Trustee"), and (ii) the Guarantees (the "Guarantees") of each of the Guarantors endorsed upon the Notes, we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, when (i) the registration statement on Form S-4 relating to the Notes and the Guarantees (the "Registration Statement") has become effective under the Act, and (ii) the Notes and the Guarantees have been duly executed and, in the case of the Notes, authenticated in accordance with the Indenture and issued and exchanged as contemplated by the Registration Statement, (1) the Notes will constitute valid and legally binding obligations of the Issuers and (2) the Guarantees will constitute valid and legally binding obligations of the Guarantors, respectively, subject in each case, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the States of New York and Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Nevada law, we have relied upon the opinion, dated November 20, 2009, of Greenberg Traurig LLP, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Greenberg Traurig LLP.
Also, we have relied as to certain factual matters on information obtained from public officials, officers of the Issuers and the Guarantors and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, that the Notes and the Guarantees endorsed thereon will conform to the specimens thereof
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examined by us and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Validity of the New Notes" in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, | ||
/s/ Sullivan & Cromwell LLP |
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Subsidiary Guarantor | State of Incorporation or Organization | |
|---|---|---|
Aquarius Gaming LLC | Nevada | |
Arizona Charlie's, LLC | Nevada | |
Charlie's Holding LLC | Delaware | |
Fresca, LLC | Nevada | |
Stratosphere Advertising Agency LLC | Delaware | |
Stratosphere Development, LLC | Delaware | |
Stratosphere Gaming LLC | Nevada | |
Stratosphere Land LLC | Delaware | |
Stratosphere Leasing, LLC | Delaware | |
Stratosphere LLC | Delaware | |
W2007 ACEP First Mezzanine A Borrower, L.P. | Delaware | |
W2007 ACEP First Mezzanine A Gen-Par, L.L.C. | Delaware | |
W2007 ACEP First Mezzanine B Borrower, L.P. | Delaware | |
W2007 ACEP First Mezzanine B Gen-Par, L.L.C. | Delaware | |
W2007 Aquarius Gen-Par, L.L.C. | Delaware | |
W2007 Aquarius Propco, L.P. | Delaware | |
W2007 Arizona Charlie's Gen-Par, L.L.C. | Delaware | |
W2007 Arizona Charlie's Propco, L.P. | Delaware | |
W2007 Fresca Gen-Par, L.L.C. | Delaware | |
W2007 Fresca Propco, L.P. | Delaware | |
W2007 Stratosphere Gen-Par, L.L.C. | Delaware | |
W2007 Stratosphere Land Gen-Par, L.L.C. | Delaware | |
W2007 Stratosphere Land Propco, L.P. | Delaware | |
W2007 Stratosphere Propco, L.P. | Delaware |
[Letterhead of Sullivan & Cromwell LLP]
ANNEX A Subsidiary Guarantors