Exhibit 5.1
SIDLEY AUSTIN BROWN & WOOD LLP
BEIJING 787 SEVENTH AVENUE LOS ANGELES
---- NEW YORK, NEW YORK 10019 ----
BRUSSELS TELEPHONE 212 839 5300 NEW YORK
---- FACSIMILE 212 839 5599 ----
CHICAGO www.sidley.com SAN FRANCISCO
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DALLAS FOUNDED 1866 SHANGHAI
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GENEVA SINGAPORE
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HONG KONG TOKYO
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LONDON WASHINGTON, D.C.
October 23, 2003
Magna Entertainment Corp.
337 Magna Drive
Aurora, Ontario L4G 7K1
Canada
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by Magna
Entertainment Corp., a Delaware corporation (the "Company"), on the date
hereof with the Securities and Exchange Commission, pursuant to the Securities
Act of 1933, for the registration of the sale by the Company from time to time
of up to $300,000,000 in aggregate amount of the Company's (i) senior debt
securities and subordinated debt securities (collectively, "Debt Securities"),
(ii) Class A Subordinate Voting Stock, par value $0.01 per share ("Class A
Subordinate Voting Stock"), and (iii) warrants to purchase Debt Securities and
warrants to purchase Class A Subordinate Voting Stock (collectively,
"Warrants"; together with the Debt Securities and Class A Subordinate Voting
Stock, the "Securities"). Senior Debt Securities issued by the Company are to
be issued pursuant to a senior indenture between the Company and a trustee to
be determined (the "Senior Debt Indenture"), and subordinated Debt Securities
are to be issued pursuant to a separate indenture between the Company and a
separate trustee to be determined (the "Subordinated Debt Indenture"; together
with the Senior Debt Indenture, the "Indentures"). Any shares of Class A
Subordinate Voting Stock issued by the Company may be issued pursuant to a
firm commitment underwriting agreement in customary form between the Company
and an underwriter or underwriters to be determined (the "Underwriting
Agreement"). Any Warrants issued by the Company are to be issued pursuant to a
warrant agreement in customary form between the Company and a warrant agent to
be determined (the "Warrant Agreement").
In connection therewith, we have reviewed the Registration Statement
as prepared for filing by the Company and the forms of Indentures filed as
exhibits to the Registration Statement. We have examined originals or copies
of originals, certified or otherwise identified to
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Magna Entertainment Corp.
October 23, 2003
Page 2
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments, and have examined such questions of law, as
we have considered relevant or necessary for the purpose of rendering this
opinion.
Based on the foregoing, we are of the opinion that:
1. When the Indentures and any supplemental indentures to be entered
into in connection with the issuance of Debt Securities have been duly
authorized, executed and delivered by the Company and the respective trustees,
the specific terms of particular Debt Securities have been duly authorized and
established by the Company in accordance with the applicable Indenture and
such Debt Securities have been duly authorized, executed, authenticated,
issued and delivered against payment therefor in accordance with the
applicable Indenture and any applicable Underwriting Agreement or other
agreement in customary form, such Debt Securities will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws now or
hereafter in effect relating to or affecting the enforcement of creditors'
rights generally and subject to general principles of equity (whether
considered in a proceeding at law or in equity).
2. When necessary corporate action on the part of the Company has
been taken to authorize the issuance and sale of such shares of Class A
Subordinate Voting Stock proposed to be sold by the Company, and when such
shares are issued and delivered against payment therefor in excess of the par
value thereof in accordance with any applicable Underwriting Agreement or
other agreement in customary form, such shares of Class A Subordinate Voting
Stock will be validly issued, fully paid and non-assessable.
3. When the Warrant Agreement to be entered into in connection with
the issuance of Warrants has been duly authorized, executed and delivered by
the Company and the warrant agent, the specific terms of particular Warrants
have been duly authorized and established by the Company in accordance with
the Warrant Agreement and the applicable certificates representing such
Warrants have been authorized, executed, authenticated, issued and delivered
against payment therefor in accordance with the Warrant Agreement and any
applicable Underwriting Agreement or other agreement in customary form, such
Warrants will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws now or hereafter in effect relating to or affecting
the enforcement of creditors' rights generally and subject to general
principles of equity (whether considered in a proceeding at law or in equity).
In connection with the opinions expressed above, we have assumed
that, prior to the time of the delivery of any Securities, (i) the board of
directors of the Company shall have duly established the terms of any such
Securities that are Debt Securities or Warrants and duly authorized the
issuance and sale of any such Securities and such authorization shall not have
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Magna Entertainment Corp.
October 23, 2003
Page 3
been modified or rescinded, (ii) the Registration Statement shall have been
declared effective and such effectiveness shall not have been terminated or
rescinded and (iii) there shall not have occurred any change in law affecting
the validity or enforceability of such Securities. We have also assumed that
(i) the Securities will have the terms described in and will otherwise be
issued as described in the Registration Statement and any Debt Securities and
Warrants will be governed by the laws of the State of New York and (ii) none
of the terms of any Securities to be established subsequent to the date
hereof, nor the issuance and delivery of such Securities, nor the compliance
by the Company with the terms of such Securities, will violate any applicable
law or regulation or will result in a violation of any provision of any
instrument or agreement then binding upon the Company, or any restriction
imposed by any court or governmental body having jurisdiction over the
Company.
This opinion is limited to the laws of the State of New York
and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name wherever it
appears in the Registration Statement and the prospectus contained therein.
Very truly yours,
/s/ Sidley Austin Brown & Wood LLP
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