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EXHIBIT 5.2
October 21, 2002
Las Vegas Sands, Inc.
Venetian Casino Resort, LLC
Venetian Marketing, Inc.
Venetian Venture Development, LLC
Venetian Operating Company, LLC
Mall Intermediate Holding Company, LLC
Grand Canal Shops Mall Construction, LLC
Lido Intermediate Holding Company, LLC
Venetian Casino Resort Athens, LLC
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Re: REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-98649)
Ladies and Gentlemen:
In connection with the above-referenced 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 LVSI, the "Issuers"), Venetian Venture
Development, LLC, Venetian Operating Company, LLC, Venetian Marketing, Inc. (the
"Nevada Guarantors" and with the Issuers, the "Nevada Entities"), Mall
Intermediate Holding Company, LLC, Grand Canal Shops Mall Construction, LLC,
Lido Intermediate Holding Company, LLC, and Venetian Casino Resort Athens, LLC
(the "Delaware Guarantors" and with the Nevada Guarantors, the "Guarantors"),
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, we have been requested to render our opinion as to the
following matters. The Registration Statement relates to the registration under
the Act of the Issuers' 11.00% Mortgage Notes due 2010 (the "New Mortgage
Notes") and the guarantees of each of the New Mortgage Notes by the Guarantors
(the "Guarantees"). The New Mortgage Notes are to be offered in exchange for the
Issuers' outstanding 11.00% Mortgage Notes due 2010 (the "Existing Mortgage
Notes"). The New Mortgage Notes will be issued by the Issuers pursuant to the
terms of the Indenture (the "Mortgage Notes Indenture"), dated as of June 4,
2002, among LVSI and Venetian, as Issuers, the Guarantors, as Mortgage Note
Guarantors, and U.S. Bank National Association, as Mortgage Notes trustee (the
"Mortgage Notes Trustee"). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Registration Statement.
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;
(ii) the Mortgage Notes Indenture included as Exhibit 4.1 to the
Registration Statement; and
(iii) the proposed form of the New Mortgage Notes included as Exhibit A-1
to the Mortgage Notes Indenture (including the Guarantees set forth
therein).
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October 21, 2002
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In addition, we have examined: (i) such limited liability company and
corporate records of each of the Issuers as we have considered appropriate, and
each certified as in effect on the date hereof; and (ii) such other
certificates, agreements and documents as we deemed relevant and necessary as a
basis for the opinions hereinafter expressed.
In our examination of the aforesaid documents and in rendering the opinions
set forth below, we have assumed, without independent investigation, (i) 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 such
latter documents and the legal capacity of all individuals who have executed any
of the documents which we examined, (ii) that the New Mortgage Notes will be
issued as described in the Registration Statement, (iii) that the Mortgage Notes
Indenture represents a valid and binding obligation of the Mortgage Note
Trustee, (iv) that the New Mortgage Notes will be in substantially the forms
attached to the Mortgage Notes Indenture and that any information omitted from
any such form will be properly added, (v) that the execution, delivery and
performance of the Mortgage Notes Indenture is within the power of the Delaware
Guarantors, such documents have been duly authorized, executed and delivered by
the Delaware Guarantors and will not violate or result in a breach of any term
or provision of any agreement, judgment, decree or administrative order to which
the Guarantors are subject, (vi) that each of the provisions of each of the
Documents which is to be governed by the laws of the State of New York
represents, or will represent, as applicable, a legal, valid and binding
obligation of each of the Issuers and the Guarantors, as the case may be,
enforceable against each such Issuer and Guarantor in accordance with its terms,
and (vii) the following contacts between the State of New York and the
transactions contemplated by the Mortgage Notes Indenture and related documents:
(a) substantial negotiations relating to such transactions have taken place in
the State of New York, (b) the closing of the initial transactions evidenced by
the Mortgage Notes Indenture occurred, and the exchange of the New Mortgage
Notes for the Existing Mortgage Notes will occur, in the State of New York,
(c) the Mortgage Notes Indenture was executed in the State of New York, (d) the
Issuers' primary legal counsel has its offices in the State of New York, and
(e) many of the holders of the Existing Mortgage Notes are located in the State
of New York. We have relied upon the factual matters contained in the
representations and warranties of the Issuers and the Guarantors made in such
documents and upon certificates of public officials and officers of the Issuers
and the Guarantors.
In addition, we have assumed that (i) the Nevada Gaming Commission will
have, prior to the exchange of the New Mortgage Notes for the Existing Mortgage
Notes, registered LVSI as a publicly traded corporation, approved the exchange
of the New Mortgage Notes for the Existing Mortgage Notes, and either approved
the restrictions on LVSI's stock and the pledge of assets contemplated by the
Mortgage Notes Indenture or determined that such approval is not necessary; and
(ii) filings complying with any and all state securities or Blue Sky laws in
connection with the exchange of the New Mortgage Notes for the Existing Mortgage
Notes will occur concurrently with the exchange of the New Mortgage Notes for
the Existing Mortgage Notes contemplated by the Registration Statement and the
Mortgage Notes Indenture and within the time period prescribed by such
regulations and/or laws.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, we are of the opinion that:
1. The execution, delivery and performance of each Document entered into by
LVSI, for itself and in its capacity as managing member of Venetian, Venetian
for itself and in its capacity as sole member or shareholder of each Guarantor
as applicable, and the Nevada Guarantors has been duly authorized by all
necessary corporate or limited liability company action.
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October 21, 2002
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2. The execution and delivery by the Issuers and the Nevada Guarantors of
each Document to which they are a party and the consummation by each Issuer and
Nevada Guarantor of the transactions contemplated thereby do not violate or
result in a breach of or default under such party's articles of incorporation,
by-laws, or operating agreements, as the case may be, or any applicable Nevada
state or local law or regulation or any laws relating to gaming that are
applicable to the Issuers or the Nevada Guarantors.
3. The Mortgage Notes Indenture has been duly and validly authorized,
executed and delivered by the Issuers and the Nevada Guarantors.
4. Upon completion of the exchange contemplated by the Registration
Statement and the Mortgage Notes Indenture, the New Mortgage Notes will be duly
authorized, executed and delivered by the Issuers and the Nevada Guarantors.
5. To the extent governed by Nevada law, each of the provisions of the
Mortgage Notes Indenture which is to be governed by the laws of the State of
Nevada represents a legal, valid and binding obligation of each of the Issuers
and each of the Guarantors enforceable against each such Issuer and Guarantor in
accordance with its terms, except that certain provisions of the above-
referenced document may not be enforceable in whole or in part under the laws of
the State of Nevada, but the inclusion of such provisions does not affect the
validity of such document and such document contains adequate provisions for
enforcing payment of the monetary obligations of the Issuers under the New
Mortgage Notes and for the practical realization of the rights and benefits
afforded thereby, provided such enforcement is conducted in accordance with the
procedures established by the laws of the State of Nevada.
6. Upon completion of the exchange contemplated by the Registration
Statement and the Mortgage Notes Indenture and to the extent governed by Nevada
law, each of the provisions of the New Mortgage Notes which is to be governed by
the laws of the State of Nevada will represent a legal, valid and binding
obligation of each of the Issuers enforceable against each such Issuer in
accordance with its terms, except that certain provisions of the
above-referenced documents may not be enforceable in whole or in part under the
laws of the State of Nevada, but the inclusion of such provisions does not
affect the validity of such documents and such documents contain adequate
provisions for enforcing payment of the monetary obligations of the Issuers
under the New Mortgage Notes and for the practical realization of the rights and
benefits afforded thereby, provided such enforcement is conducted in accordance
with the procedures established by the laws of the State of Nevada.
The foregoing opinions are subject to the following assumptions and
qualifications:
a. The enforceability of the Mortgage Notes Indenture and the New Mortgage
Notes is subject to (i) bankruptcy, insolvency, fraudulent conveyance or
transfer, reorganization, moratorium and other similar laws affecting the rights
of creditors generally, (ii) compliance with Nevada gaming laws, and
(iii) general principles of equity (regardless of whether such enforcement is
considered in a proceeding at law or in equity).
b. Nothing herein shall be deemed an opinion as to the effect of a finding
by the Nevada Gaming Commission or the Nevada Gaming Control Board that any
third party to the Documents is unsuitable.
c. Nothing herein shall be deemed an opinion as to the laws of any
jurisdiction other than the State of Nevada.
This Opinion Letter is intended for the use of the addressees in connection
with the registration of the New Mortgage Notes and Guarantees. We hereby
consent to the use of our name in the Registration Statement and in the
prospectus contained in the Registration Statement as it appears in the caption
"Validity of the Notes" and to the use of this opinion as an exhibit to the
Registration
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October 21, 2002
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Statement. In giving this consent, we do not hereby admit that we are in a
category of persons whose consent is required pursuant to Section 7 of the Act
or the rules and regulations of the SEC promulgated thereunder.
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Very truly yours,
/s/ LIONEL SAWYER & COLLINS
LIONEL SAWYER & COLLINS
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