EXHIBIT 5.1
May 7, 1996
Alliance Gaming Corporation
4380 Boulder Highway
Las Vegas, Nevada 89121
RE: ALLIANCE GAMING CORPORATION
REGISTRATION STATEMENT ON FORM S-4
----------------------------------
Dear Ladies and Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
of Alliance Gaming Corporation, a Nevada corporation ("Alliance"), on Form S-4,
about to be filed by Alliance with the Securities and Exchange Commission in
order to register under the Securities Act of 1933, as amended (the "Act"), (i)
$85,000,000 aggregate principal amount of 7 1/2% Convertible Subordinated
Debentures due 2003 of Alliance (the "New Debentures") to be issued under an
Indenture to be entered into between Alliance and The Bank of New York, as
Trustee (the "Indenture"), (ii) certain shares of Common Stock of Alliance,
$0.10 par value (the "Common Stock") and 10% Non-Voting Junior Convertible
Pay-in-Kind Special Stock, Series E, $0.10 par value, of Alliance (the
"Series E Special Stock") issuable in connection with Alliance's offer to
exchange (the "Exchange Offer") the New Debentures for up to $85,000,000
aggregate principal amount of its currently outstanding 7 1/2% Convertible
Subordinated Debentures due 2003, as described in Alliance's prospectus,
included as Part I of the Registration Statement.
In rendering the opinions hereinafter expressed, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction as
being true reproductions of originals, of all such records, agreements and other
instruments, certificates of public officials,
Page 2
certificates of officers and representatives of Alliance, and such other
documents as we have deemed necessary, as a basis for the opinions expressed
below.
Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each instrument, document,
and agreement to which such party is a signatory, and such party's obligations
set forth therein are its legal, valid, and binding obligations, enforceable in
accordance with their respective terms, (ii) each natural person executing any
such instrument, document, or agreement is legally competent to do so, (iii)
that all documents submitted to us as originals are authentic, the signatures on
all documents that we examined are genuine, and all documents submitted to us as
certified, conformed, photostatic or facsimile copies conform to the original
document, (iv) all corporate records made available to us by Alliance and all
public records reviewed are accurate and complete, and (v) prior to the
registration of the Common Stock and the Series E Special Stock under the Act,
(a) the conditions to the Exchange Offer set forth in the Registration Statement
shall have been fulfilled, including the obtaining of all required stockholder
and gaming approvals, and (b) the Certificates of Designations, Preferences and
Relative, Participating, Optional and Other Special Rights of Special Stock and
Qualifications, Limitations and Restrictions of the Series E Special Stock will
be approved by the Board of Directors and filed with the Nevada Secretary of
State in accordance with Nevada Revised Statutes Sections 78.195 and 78.1955.
As to various questions of fact material to such opinions, we have, when
relevant facts were not independently established, relied upon certificates
of officers of Alliance and other appropriate persons.
Based upon the foregoing, and having regard to legal considerations we
deem relevant, we are of the opinion that (i) when the shares of Common Stock
have been registered under the Act and issued upon conversion of the New
Debentures or Series E Special Stock, as the case may be, in accordance with the
terms of the Indenture, the shares of Common Stock will be legally issued, fully
paid and nonassessable, and (ii) when the shares of Series E Special Stock have
been registered under the Act and issued upon conversion of the New Debentures
in accordance with the terms of the Indenture, the shares of Series E Special
Stock will be legally issued, fully paid and nonassessable.
We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws of the State of Nevada and we
do not purport to be experts on, or to express any opinion herein concerning, or
to assume any
Page 3
responsibility as to the applicability to or the effect on any of the matters
covered herein of, any laws other than the laws of the State of Nevada. We
express no opinion concerning, and we assume no responsibility as to laws or
judicial decisions related to, or any orders, consents or other authorizations
or approvals as may be required by, and federal law, including any federal
securities law, or any State securities or blue sky laws.
We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement and to the reference to our firm in the Registration
Statement.
Yours very truly,
SCHRECK, JONES, BERNHARD,
WOLOSON & GODFREY