EXHIBIT 5
[Irell & Manella LLP Letterhead]
October 30, 1997
Hollywood Park, Inc.
Hollywood Park Operating Company
1050 South Prairie Avenue
Inglewood, California 90301
Re: Series B 9-1/2% Senior Subordinated Notes Due 2007
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Ladies and Gentlemen:
We have acted as counsel to Hollywood Park, Inc. and Hollywood Park
Operating Company (collectively, the "Issuers") in connection with the
preparation and filing by the Companies of a Registration Statement on Form S-4
(the "Registration Statement") filed with the Securities and Exchange Commission
on August 27, 1997 under the Securities Act of 1933, as amended (the "Act"),
relating to the offer to exchange an aggregate principal amount of up to
$125,000,000 of Series A 9-1/2% Senior Subordinated Notes due 2007 (the "Old
Notes") for a like principal amount of Series B 9-1/2% Senior Subordinated Notes
due 2007 (the "New Notes"). Terms defined in the Registration Statement and not
otherwise defined herein are used herein with the meanings as so defined.
For the purposes of rendering this opinion, we have reviewed the following
documents:
(a) the Registration Statement;
(b) the Indenture;
(c) the form of the New Notes; and
(d) the form of the Old Notes.
Hollywood Park, Inc.
Hollywood Park Operating Company
October 30, 1997
Page 2
As your counsel in connection with this registration, we have examined (in
addition to the documents listed above) the proceedings taken and proposed to be
taken in connection with the issuance of the New Notes. We have also reviewed
such other matters and documents as we have deemed necessary or relevant as a
basis for this opinion.
Based on the foregoing, and on the assumptions herein set forth, and
subject to the limitations, qualifications and exceptions set forth herein, we
are of the opinion that:
Upon completion of the proceedings being taken or which we, as your
counsel, contemplate will be taken prior to the issuance of the New Notes
(including, without limitation, (a) the due authorization and execution of the
New Notes by the Issuers, (b) the authentication thereof by the Trustee and (c)
the delivery thereof against receipt of the Old Notes surrendered in exchange
therefor), the New Notes issuable upon consummation of the Exchange Offer will
be duly authorized and legally issued and will constitute binding obligations of
the Issuers, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally
(including without limitation preferences, equitable subordination and
fraudulent conveyances), and subject, as to the binding nature of such
obligations, to general principles of equity, including without limitation
principles governing the availability of specific performance, injunctive relief
and other equitable remedies and principles of commercial reasonableness, good
faith and fair dealing (regardless of whether relief is sought in a proceeding
at law or in equity).
The opinion herein is limited to the laws of the State of California and
the Delaware General Corporation Law. In this regard, we note that Section
11.08 of the Indenture provides that the Indenture and the New Notes.
Consequently, our opinion as it relates to the binding nature of the New Notes
assumes that the laws of the State of California are identical to the
corresponding laws of the state of New York in all pertinent aspects, although
we have not conducted any investigation with respect to that matter.
Furthermore, we render no opinion with respect to said Section 11.08 (and the
corresponding provision of the New Notes) or the
Hollywood Park, Inc.
Hollywood Park Operating Company
October 30, 1997
Page 3
appropriate choice of laws with respect to the Indenture or the New Notes.
This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by
any other person and may not be disclosed, quoted, filed with a governmental
agency or otherwise referred to without our prior written consent. However, we
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters" in
the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/Irell & Manella LLP
Irell & Manella LLP