Exhibit 5.1
[ON WINSTON & STRAWN LETTERHEAD]
April 5, 2001
Argosy Gaming Company
Alton Gaming Company
Argosy of Iowa, Inc.
Argosy of Louisiana, Inc.
Catfish Queen Partnership in Commendam
Centroplex Centre Convention Hotel, L.L.C.
The Indiana Gaming Company
Indiana Gaming Holding Company
Indiana Gaming Company, L.P.
Indiana Gaming II, L.P.
Iowa Gaming Company
Belle of Sioux City, L.P.
Jazz Enterprises, Inc.
The Missouri Gaming Company
219 Piasa Street
Alton, Illinois 62002
RE: REGISTRATION STATEMENT ON FORM S-4
OF ARGOSY GAMING COMPANY AND THE
SUBSIDIARY GUARANTORS (AS DEFINED BELOW)
Ladies and Gentlemen:
We have acted as special counsel to Argosy Gaming Company, a
Delaware corporation (the "Company"), and certain of its subsidiaries (the
"Subsidiary Guarantors") in connection with the preparation of the Registration
Statement on Form S-4 (the "Registration Statement") filed on behalf of the
Company and the Subsidiary Guarantors with the Securities and Exchange
Commission (the "Commission"), relating to the Company's offer to exchange $150
million aggregate principal amount of the Company's 10 3/4% Senior Subordinated
Notes due 2009 and the Guarantees (as hereinafter defined) thereof by the
Subsidiary Guarantors, which have been registered under the Securities Act of
1933, as amended (the "Securities Act") (the "Exchange Debt"), for the Company's
outstanding 10 3/4% Senior Subordinated Notes due 2009, which were issued and
sold in a transaction exempt from registration under the Securities Act (the
"Outstanding Debt"), all as more fully described in the Registration Statement.
The Exchange Debt will be issued under the Company's indenture, dated as of June
8, 1999, as amended by the First Supplemental Indenture, dated as of February 8,
2001, the Second Supplemental Indenture, dated as of March 2, 2001, and the
Third Supplemental Indenture, dated as of March 12, 2001 (as amended and
supplemented, the "Indenture"), in each case by and
April 5, 2001
Page 2
among the Company, the Subsidiary Guarantors named therein, and Bank One Trust
Company, NA, as trustee (the "Trustee"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
prospectus (the "Prospectus") contained in the Registration Statement.
This opinion letter is delivered in accordance with the
requirements of Item 601 (b) (5) of Regulation S-K under the Securities Act.
In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, in the form filed with the
Commission and as amended through the date hereof; (ii) the Certificate of
Incorporation of the Company and each of the Subsidiary Guarantors, as currently
in effect; (iii) the By-laws of the Company and each of the Subsidiary
Guarantors, as currently in effect; (iv) the Indenture; (v) the form of the
Exchange Debt; and (vi) resolutions of the Board of Directors of the Company and
each of the Subsidiary Guarantors relating to, among other things, the issuance
and exchange of the Exchange Debt for the Outstanding Debt, the issuance of the
Guarantees and the filing of the Registration Statement. We also have examined
such other documents as we have deemed necessary or appropriate as a basis for
the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied without independent verification upon
oral or written statements and representations of officers and other
representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that:
1. The issuance and exchange of the Exchange Debt for the Outstanding
Debt and the issuance of the Guarantees have been duly authorized by requisite
corporate action on the part of the Company and the Subsidiary Guarantors,
respectively.
2. When (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), shall have become effective under the
Securities Act, (ii) the Exchange Debt is duly executed and authenticated in
accordance with the provisions of the Indenture, and (iii) the Exchange Debt
shall have been issued and delivered in exchange for the Outstanding Debt
pursuant to the terms set forth in the Prospectus, the Exchange Debt and the
Guarantees will be valid and binding obligations of the Company and the
Subsidiary Guarantors, respectively, entitled to the benefits of the Indenture
and enforceable against the Company and the Subsidiary Guarantors, respectively,
in accordance with their terms, except to the extent that the enforceability
thereof may be limited by (x) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and (y) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).
April 5, 2001
Page 3
The foregoing opinions are limited to the laws of the United States,
the State of New York and the General Corporation Law of the State of Delaware.
We express no opinion as to the application of the securities or blue sky laws
of the various states to the issuance or exchange of the Exchange Debt.
We hereby consent to the reference to our firm under the heading "Legal
Matters" in the Prospectus and to the filing of this opinion letter with the
Commission as an exhibit to the Registration Statement. In giving such consent,
we do not concede that we are experts within the meaning of the Securities Act
or the rules and regulations thereunder or that this consent is required by
Section 7 of the Securities Act.
Very truly yours,
/s/ Winston & Strawn