Exhibit 5.1
April 28, 2006
JOEL A. YUNIS
PARTNER
(212) 940-8666
E-mail Address
joel.yunis@kattenlaw.com
Atlantic Coast Entertainment Holdings, Inc.
c/o Sands Hotel & Casino
Indiana Avenue & Brighton Park
Atlantic City, NJ 08401
RE: Atlantic Coast Entertainment Holdings, Inc.
Post-Effective Amendment to Form S-4 on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Atlantic Coast Entertainment Holdings,
Inc., a Delaware corporation (the "Company"), in connection with the public
offering by the Company of up to 612,279 shares (the "Shares") of the Company's
common stock, par value $0.01 per share (the "Common Stock") pursuant to the
exercise of outstanding warrants (the "Warrants" and together with the Shares,
the "Securities"), at an exercise price of $0.01 per share, or an aggregate
exercise price of $6,122.79.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates and written statements of certain
officers of the Company. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such instruments, documents and
records as we have deemed relevant and necessary to examine for the purpose of
this opinion, including (i) the Post-Effective Amendment No. 2 to the
Registration Statement on Form S-4 (File No. 333-110484) filed on Form S-1 with
the Securities and Exchange Commission (the "Commission") on April 28, 2006,
under the Act (such Registration Statement, as so amended, being hereinafter
referred to as the "Registration Statement"); (ii) a specimen certificate
representing the Common Stock; (iii) the Warrant Agreement, dated as of July
22, 2004 (the "Warrant Agreement"), by and between the Company and the American
Stock Transfer and Trust Company, as warrant agent, including the form of
Warrant Certificate, governing the Warrants (iv) the Certificate of
Incorporation of the Company, as presently in effect; (iv) the By-Laws of the
Company, as presently in effect; and (v) authorization by all of the Directors
of the Company relating to the filing of the Registration Statement and
resolutions of the Board of Directors relating thereto and to the issuance and
sale of the Securities and related matters.
In connection with this opinion, we have assumed the legal capacity of
all natural persons, the accuracy and completeness of all documents and records
that we have reviewed, the genuineness of all signatures, the due authority of
the parties signing such documents, the authenticity of the documents submitted
to us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or reproduced copies. In
making our examination of documents executed or to be executed by parties other
than the Company, we have assumed that such parties had or will have the power,
corporate or other, to enter into and perform all obligations thereunder, and
have also assumed the due authorization by all requisite action, corporate or
other, and the execution and delivery by such parties, of such documents and
the validity and binding effect thereof.
Based upon and subject to the foregoing, it is our opinion that:
1. The issuance and sale of the Shares have been duly authorized;
and
2. The Shares when issued in accordance with the terms of the
Warrants, will be validly issued, fully paid and nonassessable.
We also note that the Securities are subject to forfeiture and certain
other restrictions under certain provisions of New Jersey law as described in
the Registration Statement and the Warrant Agreement and insofar as our
opinions may relate to matters governed by the laws of the State of New Jersey,
we have relied, without further investigation, upon the opinion of Sterns &
Weinroth as local counsel, a copy of which is attached hereto.
Our opinion expressed above are limited to the laws of the State of New
York, the General Corporation Law of the State of Delaware, including the
applicable provisions of the Constitution of the State of Delaware and the
reported judicial decisions interpreting such laws and provisions. In addition,
we express no opinion herein concerning any statutes, ordinances,
administrative decisions, rules or regulations of any county, town,
municipality or special political subdivision (whether created or enabled
through legislative action at the federal, state or regional level). This
opinion is given as of the date hereof and we assume no obligation to advise
you of changes that may hereafter be brought to our attention.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
KATTEN MUCHIN ROSENMAN LLP
By: /s/ Joel A. Yunis
___________________________________
A Partner
STERNS & WEINROTH
A PROFESSIONAL CORPORATION
COUNSELORS AT LAW
50 WEST STATE STREET
SUITE 1400
P.O. BOX 1298
TRENTON, NEW JERSEY 08607-1298
(609) 392-2100
FACSIMILE
(609) 392-7956
WWW.STERNSLAW.COM
April 26, 2006
Katten Muchin Rosenman, LLP
575 Madison Avenue
New York, NY 10022
RE: POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT ON FORM
S-4 (SEC FILE NUMBER 333-110484) FILED ON FORM S-1 TO UPDATE, IN
ACCORDANCE WITH SECTION 10(a)(3) OF THE SECURITIES AND EXCHANGE ACT OF
1933, AS AMENDED, THE INFORMATION CONTAINED IN THE PROSPECTUS
ORIGINALLY FILED AS PART OF THAT REGISTRATION STATEMENT
Gentlemen:
We have acted as special regulatory counsel on gaming matters in the State
of New Jersey to Atlantic Coast Entertainment Holdings, Inc. ("Atlantic") and
ACE Gaming, LLC ("ACE", with Atlantic, the "Companies"), in connection with the
above-referenced Common Stock Registration Statement (the "Registration
Statement") with respect to matters relating to the New Jersey Casino Control
Act, N.J.S.A. 5:12-1 et seq., to regulations promulgated thereunder, N.J.A.C.
19:40-1.1 et seq. and the decisions of the Casino Control Commission thereunder
("New Jersey Gaming Laws"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to them in the Registration
Statements.
In connection with this opinion, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents:
(a) Post Effective Amendment No. 2 to the Registration Statement;
(b) the Common Stock Registration Statement; and
(c) the Certificate of Incorporation of Atlantic.
Katten Muchin Rosenman, LLP
April 26, 2006
Page 2
We have also examined such other documents as we have considered necessary
or appropriate under the circumstances to render the opinions below. In such
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, and the conformity and completeness to authentic original
documents of all documents submitted to us as certified, conformed or
photostatic copies.
In rendering the opinion below, the scope of our review has been limited
to a review of the New Jersey Gaming Laws. We do not hold ourselves out as
experts in and express no opinion as to the laws of any state or jurisdiction
other than New Jersey Gaming Laws. Accordingly, this opinion is confined to
such matters as are governed by New Jersey law.
Based upon the foregoing, and subject to the qualifications, limitations,
exceptions and assumptions hereinafter set forth, it is our opinion that the
provisions contained in section EIGHTH of the Certificate of Incorporation of
Atlantic regarding redemption of the securities of the Corporation are required
by the New Jersey Gaming Laws and such provisions and restrictions are
accurately described in the Registration Statement.
(a) We express no opinion herein with regard to any authorizations,
consents, or approvals of the Commission which may be required in connection
with the consummation of the transactions contemplated by the Registration
Statement.
(b) In acting as special gaming counsel for the Companies, we have
represented them on specific matters referred to us from time to time, but we
have not represented the Companies generally. We have made no independent
investigation of their files, nor have we made independent inquiries in
connection with this opinion as to factual matters.
(c) We do not hold ourselves as experts in and express no opinion as to
the laws of any state or jurisdiction other than the laws of the State of New
Jersey. In rendering the opinions set forth herein, the scope of our review has
been limited to our review of the New Jersey Casino Control Act and the
regulations thereunder.
(d) Our opinions set forth herein are based and rely upon the current
state of the law, and in all respects are subject to and may be limited by new
legislation and Commission regulations, as well as by developing administrative
and case law.
(e) We assume no obligation to update or supplement our opinions set
forth herein to reflect any facts or circumstances that may hereafter come to
our attention or any changes in laws that may hereafter occur.
Katten Muchin Rosenman, LLP
April 26, 2006
Page 3
(f) This letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters stated. This letter is solely for
your benefit in connection with the transactions referred to above. Without our
prior written consent, this letter may not be quoted in whole or in part or
otherwise referred to in any document and may not be furnished to or used by
any other person or entity, and no other person or entity shall be entitled to
rely upon the opinions herein expressed.
Very truly yours,
/S/ Paul M. O'Gara
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STERNS & WEINROTH
A Professional Corporation