EXHIBIT 5.1
May 3, 2002
C 18514-00012
Coast Hotels and Casinos, Inc.
Coast Resorts, Inc.
4500 West Tropicana Avenue
Las Vegas, Nevada 89103
Re: Exchange of up to $100,000,000 Principal Amount of 9 1/2% Senior
Subordinated Notes due 2009
Ladies and Gentlemen:
We have acted as special counsel for Coast Hotels and Casinos, Inc., a
Nevada corporation (the "Company"), and Coast Resorts, Inc., a Nevada
corporation (the "Guarantor") (together with the Company, the "Registrants"), in
connection with the Company's proposed offer to exchange (the "Exchange Offer")
up to $100,000,000 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 March 19, 2002 (the "Outstanding Additional
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, as amended
by the First Supplemental Indenture dated as of November 20, 2000, the Second
Supplemental Indenture dated as of February 2, 2001 and the Third Supplemental
Indenture dated as of March 19, 2002 (the "Indenture"), by and among the
Company, the Guarantor and U.S. Bank National Association (f/k/a Firstar Bank of
Minnesota, N.A.), as trustee (in such capacity, the "Trustee"). Capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Indenture.
As such counsel, we have examined, among other things, (i) the
Registration Statement on Form S-4 (File Nos. 333-87084 and 333-87084-01) 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
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May 3, 2002
Page 2
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 "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 understand that you are receiving an opinion of even date herewith
from McDonald Carano Wilson McCune Bergin Frankovich & Hicks LLP with respect
to, among other things, certain matters of Nevada law.
In rendering this opinion, we have assumed:
(a) Each party to the Documents (i) has all requisite power and
authority to execute, deliver and perform its obligations thereunder, (ii) has
duly authorized, by all necessary action on such party's part, the execution and
delivery of each such Document and the performance of such obligations and (iii)
has duly executed and delivered each such Document;
(b) Each of the Documents is the legal, valid and binding obligation
of, and is enforceable against, each party thereto (other than the Company and
the Guarantor, as to which the assumptions in this clause (b) do not apply) in
accordance with its terms;
(c) The signatures on all documents examined by us are genuine, all
individuals executing such documents had all requisite legal capacity and
competency and the documents submitted to us as originals are authentic, and the
documents submitted to us as certified or reproduction copies conform to the
originals;
(d) Each of the Company and the Guarantor is a corporation duly
organized and validly existing under the laws of the State of Nevada; and
(e) The execution, delivery and performance of the Documents by any of
the parties thereto do not and will not violate any law, regulation, order,
judgment or decree applicable to such party.
Based upon the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, qualifications and limitations contained herein, we are
of the opinion that:
1. The Exchange Notes, when executed and authenticated in accordance
with the provisions of the Indenture in exchange for the Outstanding Additional
Notes, will be duly issued and will be valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.
2. When the Exchange Notes have been executed and authenticated in
accordance with the provisions of the Indenture, the Note Guarantee will be a
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms.
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May 3, 2002
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The foregoing opinions are subject to the following exceptions,
qualifications and limitations:
A. We render no opinion herein as to matters involving the laws of any
jurisdiction other than the State of New York and the United States of America.
This opinion is limited to the effect of the present state of the laws of the
State of New York, the United States of America and the facts as they presently
exist. We assume no obligation to revise or supplement this opinion in the event
of future changes in such laws or the interpretations thereof or such facts.
B. Our opinions are subject to (i) the effect of any bankruptcy,
insolvency, reorganization, moratorium, arrangement or similar laws affecting
any rights and remedies of creditors generally (including, without limitation,
the effect of statutory or other laws regarding fraudulent transfers or
preferential transfers) and (ii) general principles of equity, including without
limitation concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance, injunctive relief or
other equitable remedies regardless of whether enforceability is considered in a
proceeding in equity or at law.
C. Our opinions are subject to (i) the effectiveness of any waiver of
stay, extension or usury laws or any waiver (whether or not stated as such)
under the Documents of, or any consent thereunder relating to, any unknown
future rights or the rights of any party thereto existing, or duties owing to
it, as a matter of law; (ii) the effectiveness of any waiver (whether or not
stated as such) contained in the Documents of rights of any party, or duties
owing to it, that is broadly or vaguely stated or does not describe the right or
duty purportedly waived with reasonable specificity; (iii) provisions relating
to indemnification, exculpation or contribution, to the extent such provisions
may be held unenforceable as contrary to public policy or federal or state
securities laws or due to the negligence or willful misconduct of the
indemnified party; (iv) the effect on the enforceability of the Note Guarantee
against the Guarantor of any facts or circumstances occurring after the date
hereof that would constitute a defense to the obligation of a surety, unless
such defense has been waived effectively by the Guarantor; (v) any provisions of
the Documents that may be construed as penalties or forfeitures; or (vi) the
effectiveness of any covenants (other than covenants relating to the payment of
principal, interest, make whole premium, indemnities and expenses) to the extent
they are construed to be independent requirements as distinguished from
conditions to the declaration or occurrence of a default or any event of
default.
D. We express no opinion with respect to the legality, validity,
binding nature or enforceability of any provision of the Documents (i) to the
effect that rights or remedies are not exclusive, that every right or remedy is
cumulative and may be exercised in addition to any other right or remedy, that
the election of some particular remedy does not preclude recourse to one or more
others or that failure to exercise or delay in exercising rights or remedies
will not operate as a waiver of any such right or remedy; or (ii) requiring
written amendments or waivers of such documents insofar as it suggests that oral
or other modifications, amendments or waivers could
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not be effectively agreed upon by the parties or that the doctrine of promissory
estoppel might not apply.
E. We have assumed that there are no agreements or understandings
between or among the parties to the Documents or third parties that would
expand, modify or otherwise affect the terms of the Documents or the respective
rights or obligations of the parties thereunder.
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 the caption "Legal Matters" in the
Prospectus forming a part of the 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.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP