Exhibit 5.3
Warner Norcross + Judd LLP
Attorneys at Law
1500 Warner Building
150 Ottawa Avenue, NW
Grand Rapids, Michigan 49503
May 20, 2020
Cedar Fair, L.P.
Magnum Management Corporation
Millennium Operations LLC
Canada’s Wonderland Company
One Cedar Point Drive
Sandusky, Ohio 44870-5259
| Re: | Registration Statement of Cedar Fair, L.P. |
Ladies and Gentlemen:
Michigan’s Adventure, Inc., a Michigan corporation (the “Michigan Guarantor”), has requested that we furnish this opinion in connection with a Registration Statement on FormS-4, as amended (the “Registration Statement”), filed by Cedar Fair, L.P., a Delaware limited partnership (“Cedar Fair”), in connection with an offer by Cedar Fair, Magnum Management Corporation, an Ohio corporation (“Magnum Management”), Millennium Operations LLC, a Delaware limited liability company (“Millennium Operations”), and Canada’s Wonderland Company, a Nova Scotia, Canada unlimited liability company (“Cedar Canada” and, together with Cedar Fair, Magnum Management, and Millennium Operations, the “Issuers”) to exchange up to $500,000,000 aggregate principal amount of their 5.250% Senior Notes due 2029 (the “Outstanding Notes”) and the related guarantees for an equal amount of their 5.250% Senior Notes due 2029 (the “Exchange Notes”) and related guarantees, which have been registered under the Securities Act of 1933, as amended. Cedar Fair’s offer is referred to in this letter as the “Exchange Offer.” The guarantee of the Michigan Guarantor, as set forth in the Indenture, is referred to as the “Guarantee.”
The Outstanding Notes were issued pursuant to a Purchase Agreement among the Issuers, the Guarantors (as defined in the Purchase Agreement), and the Initial Purchasers (as defined in the Purchase Agreement) dated June 18, 2019 (the “Purchase Agreement”). The Outstanding Notes are guaranteed, and the Exchange Notes, when issued in accordance with the Indenture (as defined below), will be guaranteed, by certain affiliates of the Issuers, including the Michigan Guarantor. Each capitalized term that this opinion letter uses but does not define has the meaning given in the Purchase Agreement.