________ __, 1999
Riviera Black Hawk, Inc.
c/o Riviera Holdings Corporation
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Riviera Black Hawk 13% First Mortgage Notes due 2005 With
Contingent Interest
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Dear Sirs:
We have acted as counsel for Riviera Black Hawk, Inc., a Colorado
corporation (the "Registrant") and Riviera Holdings Corporation, a Nevada
Corporation ("Riviera Holdings") in connection with the filing by the Registrant
of a Registration Statement on Form S-4, Registration No. 333-_____, together
with the amendments thereto (the "Registration Statement"), with the Securities
and Exchange Commission for the purpose of registering $45 million aggregate
principal amount of the Registrant's 13% First Mortgage Notes due 2005 With
Contingent Interest (the "New Notes") under the Securities Act of 1933, as
amended (the "Act"). The New Notes are to be issued in exchange for an equal
aggregate principal amount of the Registrant's outstanding 13% First Mortgage
Notes due 2005 With Contingent Interest (the "Existing Notes") pursuant to the
Registration Rights Agreement, dated as of June 3, 1999, by and between the
Registrant and Jefferies & Company, Inc., which has been filed as Exhibit 4.04
to the Registration Statement. The New Notes are to be issued pursuant to the
terms of the indenture, dated as of June 3, 1999, (the "Indenture") between the
Registrant and IBJ Whitehall Bank & Trust Company, as trustee (the "Trustee"),
which has been filed as Exhibit 4.01 to the Registration Statement. The
Indenture is to be qualified under the Trust Indenture Act of 1939, as amended
(the "TIA").
In connection with the foregoing, we have reviewed such records,
documents, agreements and certificates, and examined such questions of law, as
we have considered necessary or appropriate for the purpose of this opinion. In
making our examination of records, documents, agreements and certificates, we
have assumed the authenticity of the same, the correctness of the information
contained therein, the genuineness of all signatures, the authority of all
persons entering and maintaining records or executing documents, agreements and
certificates, and the conformity to authentic originals of all items submitted
to us as copies (whether certified, conformed, photostatic or by other
electronic means) of records, documents, agreements or certificates. In
rendering our opinion, we have relied as to factual matters upon certificates of
public officials and certificates and representations of officers of the
Registrant.
We have assumed that the Indenture has been duly authorized, executed
and delivered by the Trustee and constitutes a legal, valid and binding
agreement of the Trustee. In addition, we have assumed that there will be no
changes in applicable law between the date of this opinion and the date of
issuance and delivery of the New Notes.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
The New Notes have been duly authorized by the Registrant. When (i) the
Registration Statement has been declared effective, (ii) the Indenture has been
duly qualified under the TIA, (iii) the New Notes have been duly executed by the
Registrant, (iv) the New Notes have been duly authenticated by the Trustee in
accordance with the terms of the Indenture, and (v) the New Notes have been
issued and delivered in exchange for the Existing Notes in accordance with the
terms set forth in the prospectus included in the Registration Statement, then
upon the occurrence of all of the foregoing, the New Notes will be the valid and
binding obligations of the Registrant.
This opinion is being delivered to the Registrant in connection with
the filing of the Registration Statement and for no other purpose. We are
members of the Bar of the State of New York, and we express no opinion as to the
laws of any jurisdiction other than the federal laws of the United States of
America and the laws of the State of New York.
We hereby consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus which is included in the Registration Statement. In
giving the foregoing consent, we do not admit that we come within the category
of persons whose consent is required by the Act or the rules and regulations
promulgated thereunder.
Very truly yours,
/s/ DECHERT PRICE & RHOADS