Exhibit 5.1
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June 19, 2020
Eldorado Resorts, Inc.
100 West Liberty Street, Suite 1150
Reno, Nevada 89501
| Re: | Eldorado Resorts, Inc. - Registration Statement onForm S-3 |
(RegistrationNo. 333-239175)
Ladies and Gentlemen:
We have acted as Nevada counsel to Eldorado Resorts, Inc., a Nevada corporation (the “Company”) in connection with the registration statement onForm S-3 (RegistrationNo. 333-239175), including the prospectus attached thereto filed on June 15, 2020, by the Company with the Securities and Exchange Commission (the “Commission”), and deemed effective on June 15, 2020 (the “Registration Statement”), and supplemented by the prospectus supplement filed with the Commission on June 18, 2020 (the “Prospectus Supplement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Act”), up to 20,700,000 of shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), issuable under and pursuant to that certain form of Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”).
We have examined originals, or copies certified to our satisfaction, of (i) the Registration Statement, (ii) the Prospectus Supplement, (iii) the Underwriting Agreement, and (iv) such corporate records of the Company, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company and other documents as we have deemed it necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to various questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon certifications by officers of the Company and other appropriate persons and statements contained in the Registration Statement and the Prospectus Supplement. Additionally, we have assumed that the Registration Statement, the Prospectus Supplement and any amendments thereto, will comply with all applicable laws at the time the Shares are offered or sold as contemplated by the Registration Statement and the Prospectus Supplement.
In making our examination of documents executed by parties other than the Company, we have assumed that each other party has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents and has duly authorized, executed and delivered such documents, and that such documents constitute the legal, valid and binding obligations of each such party. We have also assumed that the Underwriting Agreement will constitute the legal, valid and binding obligation of each party thereto. We further assumed with respect to the issuance of the Shares that the number of Shares issued will not exceed the number of shares of the Company’s common stock then authorized but unissued (excluding shares of the Company’s common stock unissued but reserved or otherwise committed for issuance).
Based upon and subject to the foregoing, it is our opinion that following (i) execution and delivery by the Company of the Underwriting Agreement, (ii) issuance of the Shares pursuant to the terms and conditions of the Underwriting Agreement, (iii) receipt by the Company of the consideration for the Shares specified in the resolutions of the Company’s Board of Directors and the Pricing Committee of the Board
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