EXHIBIT 5.2
February 12, 2001
Coast Hotels and Casinos, Inc.
Coast Resorts, Inc.
4500 West Tropicana Avenue
Las Vegas, Nevada 89103
Re: Exchange of 9-1/2% Senior Subordinated Notes Due 2009
Ladies and Gentlemen:
We have acted as special Nevada counsel for Coast Hotels and Casinos, Inc.,
a Nevada corporation (the "Company"), and Coast Resorts, Inc., a Nevada
corporation ("Guarantor") (together with the Company, the "Registrants"), in
connection with the Company's proposed offer to exchange (the "Exchange Offer")
up to $50,000,000 aggregate principal amount of 9-1/2% Senior Subordinated Notes
due 2009 registered under the Securities Act of 1933, as amended, (the "Exchange
Notes"), of the Company for a like amount of 9-1/2% Senior Subordinated Notes
due 2009 issued February 2, 2001 (the "Outstanding Notes"). The Exchange Notes
will be unconditionally guaranteed on an unsecured, senior subordinated basis
(the "Note Guarantee") by the Guarantor. The Exchange Notes will be issued
under the Indenture dated as of March 23, 1999 (the "Indenture"), by and among
the Company, the Guarantor, and Firstar Bank of Minnesota, N.A., as trustee (in
such capacity, the "Trustee"), as amended by (i) the First Supplemental
Indenture dated as of November 20, 2000, among the Company, Guarantor, and the
Trustee; and (ii) the Second Supplemental Indenture dated as of February 2,
2001, among the Company, Guarantor, and the Trustee (the "Indenture").
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Indenture.
At your request and in order to express the opinions contained herein, we
have examined (i) the Registration Statement on Form S-4 (File Nos. 333-55170
and 333-55170-01) filed by the Registrants with the Securities and Exchange
Commission ("Commission") to register under the Securities Act of 1933, as
amended, the issuance of the Exchange Notes and the Note Guarantee; (ii) the
Indenture; (iii) the form of the Exchange Notes to be issued in the Exchange
Offer; and (iv) the form of the Note Guarantee. The Indenture, the Exchange
Notes, and the Note Guarantee are sometimes referred to herein collectively as
the
February 12, 2001
Page 2
"Documents." We have also made such other inquiries and examined, among other
things, originals or copies, certified or otherwise identified to our
satisfaction, of such records, agreements, certificates, instruments, and other
documents as we have considered necessary or appropriate for the purposes of
this opinion.
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
items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
1. Each of the Company and Guarantor is a corporation duly organized and
validly existing and in good standing under the laws of the State of Nevada,
with full power and authority to execute and deliver the Documents to which it
is a party, and to perform its respective obligations thereunder;
2. The execution and delivery by the Company of the Exchange Notes and the
performance of its obligations thereunder have been duly authorized by all
necessary action by the Company;
3. The execution and delivery of the Note Guarantee to be endorsed on the
Exchange Notes by the Guarantor and the performance of its obligations
thereunder have been duly authorized by all necessary action by the Guarantor;
and
4. The Indenture has been duly authorized, executed, and delivered by the
Company and the Guarantor.
We note that the parties have chosen the laws of the State of New York to
be the governing laws of the Exchange Notes. We are licensed to practice law
only in the State of Nevada, and our opinions are therefore limited only to
matters of Nevada law and should not be construed as expressions of opinions as
to the laws of any other jurisdiction.
This opinion is rendered solely for your benefit and the benefit of those
persons participating in the Exchange Offer. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement, and we further consent
to the use of our name under
February 12, 2001
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the caption "Legal Matters" in the Prospectus forming a part of said
Registration Statement. Except as stated above, without our prior written
consent, this may not be furnished or quoted to, or relied upon by, any other
person or entity for any purpose.
Sincerely,
McDONALD CARANO WILSON McCUNE
BERGIN FRANKOVICH & HICKS LLP
By /s/ A. J. Hicks
__________________________________
A. J. Hicks
A Partner
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