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EXHIBIT 5.1
October 21, 2002
Venetian Casino Resort, LLC
Las Vegas Sands, Inc.
3355 Las Vegas Boulevard South, Room 1A
Las Vegas, Nevada 89109
Registration Statement on Form S-4 (File No. 333-98649)
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement on Form S-4
(the "Registration Statement") filed by Las Vegas Sands, Inc., a Nevada
corporation ("LVSI"), Venetian Casino Resort, LLC, a Nevada limited liability
company ("Venetian," and together with the Company, the "Issuers"), and the
subsidiary guarantors named therein (the "Subsidiary Guarantors"), with the
Securities and Exchange Commission (the "Commission") on August 23, 2002, under
the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations under the Act, we have been requested by the Issuers to render our
opinion as to the legality of the securities being registered under the
Registration Statement. The Registration Statement relates to the registration
under the Act of the Issuers' $850,000,000 aggregate principal amount of 11%
Mortgage Notes due 2010 (the "Exchange Notes") and the guarantees of the
Exchange Notes by the Subsidiary Guarantors (the "Guarantees"). Capitalized
terms used and not otherwise defined in this opinion have the respective
meanings given them in the Registration Statement.
The Exchange Notes are to be offered in exchange for the Issuers'
outstanding $850,000,000 aggregate principal amount of 11% Mortgage Notes due
2010 (the "Initial Notes") issued and sold by the Issuers on June 4, 2002 in an
offering exempt from registration under the Act. The Exchange Notes will be
issued by the Issuers in accordance with the terms of the Indenture (the
"Indenture"), dated as of June 4, 2002, among the Issuers, the Subsidiary
Guarantors and U.S. Bank National Association, as trustee (the "Trustee").
In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):
(i) the Registration Statement (including its exhibits);
(ii) the Indenture, including as exhibits thereto the forms of Exchange
Note and the related Guarantees, included as Exhibit 4.1 to the
Registration Statement; and
(iii) the Registration Rights Agreement included as Exhibit 4.2 to the
Registration Statement.
In addition, we have examined (i) those limited liability company records of
each of the Subsidiary Guarantors that were formed in the State of Delaware (the
"Delaware Guarantors") that we have considered appropriate, including the
operating agreements, as amended, of each of the Delaware Guarantors and
(ii) such certificates, agreements and documents as we deemed relevant and
necessary as a basis for the opinion expressed below.
In our examination of the Documents and in rendering the opinion set forth
below, we have assumed, without independent investigation, the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies of validly existing
agreements or other documents, the authenticity of all the latter documents and
the legal capacity of all individuals who have executed any of the documents
which we examined. We have also assumed, without independent investigation,
(i) the enforceability of any of the Documents against any party (other than the
Issuers and the Subsidiary Guarantors), (ii) that the Exchange Notes and
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the Guarantees will be issued as described in the Registration Statement,
(iii) that the Exchange Notes and the Guarantees will be in substantially the
forms attached to the Indenture and that any information omitted from any such
forms will be properly added and (iv) that matters of fact in the certificates,
records, agreements, instruments and documents that we have examined are
accurate and complete. We have relied upon the factual matters contained in the
representations and warranties of each of the Issuers made in the Documents and
upon certificate of officers of each of the Issuers.
With regards to certain matters of state law, we have, with your permission,
relied upon the opinion of Lionel Sawyer & Collins filed as Exhibit 5.2 to the
Registration Statement.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth in this letter, we are of the opinion that when duly
issued, authenticated and delivered in accordance with the terms of the
Indenture, the Exchange Notes will be legal, valid and binding obligations of
each of the Issuers enforceable against each of the Issuers in accordance with
their terms and the Guarantees will be legal, valid and binding obligations of
each of the Subsidiary Guarantors enforceable against each of the Subsidiary
Guarantors in accordance with their terms, except in each case as enforceability
may be limited by (a) bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, moratorium and other similar laws affecting creditors' rights
generally and (b) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
The opinion expressed above is limited to the laws of the State of New York,
and the Limited Liability Company Act of the State of Delaware. Our opinion is
rendered only with respect to the laws, and the rules, regulations and orders
under those laws, that are currently in effect. Except as set forth herein, this
letter is not to be relied upon by any other person without our prior written
authorization.
We consent to the use of our name in the Registration Statement and in the
prospectus in the Registration Statement as it appears in the caption "Legal
Matters" and to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required by the Act or by the rules and
regulations under the Act.
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Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
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