EXHIBIT 5.2
Reply to: Reno
May 3, 2002
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 $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 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, 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; (ii) the Second Supplemental Indenture dated as of February 2, 2001,
and (iii) the Third Supplemental Indenture dated as of March 19, 2002, 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. 333-87084
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
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 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 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
A. J. Hicks
A Partner
AJH:ss