EXHIBIT 5.1
[LETTERHEAD OF MAYER BROWN ROWE & MAW LLP]
July 29, 2005 Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, New York 10019-5820
Main Tel (212) 506-2500
Main Fax (212) 262-1910
www.mayerbrownrowe.com
Peninsula Gaming, LLC
Diamond Jo, LLC
Peninsula Gaming Corp.
P.O. Box 90270
Lafayette, Louisiana 70509-0270
Ladies and Gentlemen:
We have acted as counsel to Peninsula Gaming, LLC, a Delaware limited
liability company ("PGL"), Diamond Jo, LLC, a Delaware limited liability company
("DJL"), and Peninsula Gaming Corp., a Delaware corporation ("PGC", together
with PGL and DJL, the "Issuers"), in connection with the preparation of a
Registration Statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the proposed exchange of 8 3/4% Senior
Secured Notes due 2012 of the Issuers (the "New Notes") for any and all issued
and outstanding 8 3/4% Senior Secured Notes due 2012 of the Issuers (the "Old
Notes"). The Old Notes were, and the New Notes will be, issued pursuant to an
indenture (the "Indenture") dated April 16, 2004 between the Issuers and U.S.
Bank National Association, as trustee. Capitalized terms used and not defined
herein shall have the meanings ascribed to them in the Indenture.
In rendering the opinions set forth below, we have examined the
originals, or certified, conformed or reproduction copies, of all such records,
agreements, instruments and documents as we have deemed necessary or
appropriate. In all such examinations, we have relied upon the genuineness of
all signatures, the authenticity of all original or certified copies and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduction copies. We also have assumed, with respect to all
parties to agreements or instruments relevant hereto, (i) that such parties had
the requisite power and authority (corporate or otherwise) to execute, deliver
and perform such agreements or instruments, (ii) that such agreements or
instruments have been duly authorized by all requisite action (corporate or
otherwise) and have been executed and delivered by such parties, and (iii) that
such agreements or instruments are the valid, binding and enforceable
obligations of such parties (other than the Issuers and the Guarantor). As to
various questions of fact relevant to such opinions, we have relied upon, and
have assumed the accuracy of, certificates and oral or written statements and
other information of or from public officials, officers or representatives of
the Issuers and others.
BRUSSELS CHARLOTTE CHICAGO COLOGNE FRANKFURT HOUSTON LONDON LOS ANGELES
MANCHESTER NEW YORK PALO ALTO PARIS WASHINGTON, D.C.
INDEPENDENT MEXICO CITY CORRESPONDENT: JAUREGUI, NAVARRETE, NADER Y ROJAS, S.C.
Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English
limited liability partnership in the offices listed above.
Mayer, Brown, Rowe & Maw LLP
July 29, 2004
Page 2
Based upon the foregoing and subject to the other limitations,
qualifications and assumptions set forth herein, we are of the opinion that:
1. Upon the due execution and authentication of the New Notes in
accordance with the terms of the Indenture and delivery thereof in
exchange for the Old Notes, the New Notes will constitute valid and
binding obligations of the Issuers, enforceable in accordance with
their terms and entitled to the benefits of the Indenture, subject
to (i) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other laws now or hereafter in effect affecting
creditors' rights generally, and (ii) general principles of equity
(including, without limitation, standards of materiality, good
faith, fair dealing and reasonableness) whether considered in a
proceeding in equity or at law.
2. Upon the due execution and delivery thereof and the due execution
and authentication of the New Notes in accordance with the terms of
the Indenture and delivery thereof in exchange for the Old Notes,
the Guaranty will constitute the valid and binding obligation of The
Old Evangeline Downs, L.L.C. (the "Guarantor"), enforceable in
accordance with its terms and entitled to the benefits of the
Indenture, subject to (i) bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other laws now or hereafter in
effect affecting creditors' rights generally, and (ii) general
principles of equity (including, without limitation, standards of
materiality, good faith, fair dealing and reasonableness) whether
considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus that is included in the Registration
Statement. In giving this consent, we do not admit that we are "experts," within
the meaning of that term as used in the Securities Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
Exhibit or otherwise.
The foregoing opinion is strictly limited to the matters stated herein,
and no other or more extensive opinion is intended or implied or to be inferred
beyond the matters expressly stated herein. The foregoing opinion is based on
and is limited to, as in effect on the date hereof, the General Corporation Law
of the State of Delaware, which includes those statutory provisions as well as
all applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting such laws, the internal laws of the State of New York and
the relevant Federal law of the United States of America. With respect to
certain matters of Louisiana law, we have relied on the opinion of McGlinchey
Stafford PLLC of even date herewith. We render no opinion with respect to the
law of any other jurisdiction or, without limiting the generality of the
foregoing, the effect of the laws of any other jurisdiction.
Mayer, Brown, Rowe & Maw LLP
July 29, 2004
Page 3
It is understood that this opinion is to be used only in connection
with the exchange offer of the New Notes while the Registration Statement is in
effect and may not be relied upon for any other purpose. This opinion is not a
guarantee or an opinion respecting matters of fact and should not be construed
or relied on as such. Other than as expressly stated above, we express no
opinion on any issue relating to the Issuers or to any investment therein.
Sincerely,
MAYER, BROWN, ROWE & MAW LLP