EXHIBIT 5.1
[DYKEMA GOSSETT PLLC LETTERHEAD]
December 5, 2003
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
301 Fremont Street
Las Vegas, Nevada 89101
Re: Registration Statement for $260,000,000 Aggregate Principal Amount of
9 1/2% Senior Secured Notes due 2010 and Related Guarantees
Ladies and Gentlemen:
In connection with the registration of $260,000,000 aggregate principal
amount of 9 1/2% Senior Secured Notes due 2010 (the "Registered Notes") by The
Majestic Star Casino, LLC, an Indiana limited liability company, and The
Majestic Star Casino Capital Corp., an Indiana corporation (collectively, the
"Issuers"), and the related guarantees (the "Guarantees") of the Registered
Notes by Majestic Investor, LLC ("Majestic LLC"), Majestic Investor Holdings,
LLC ("MIH"), Majestic Investor Capital Corp. ("MICC" and collectively with
Majestic LLC and MIH, the "Delaware Entities"), Barden Colorado Gaming, LLC
("BCG") and Barden Mississippi Gaming, LLC ("BMG") (together with the Delaware
Entities, the "Guarantors"), under the Securities Act of 1933, as amended (the
"Act"), on Form S-4 filed with the Securities and Exchange Commission on
December 5, 2003 (the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below.
The Registered Notes will be issued pursuant to an indenture, dated as
of October 7, 2003 (the "Indenture") among the Issuers, the Guarantors and The
Bank of New York, as trustee (the "Trustee"). The Registered Notes will be
issued in exchange for the Issuers' outstanding 9 1/2% Senior Secured Notes due
2010 (the "Unregistered Notes") on the terms set forth in the prospectus
contained in the Registration Statement and the Letter of Transmittal filed as
an exhibit thereto (the "Exchange Offer").
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken by the Issuers in connection with the
authorization and issuance of the Registered Notes. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
(i) opinions of Ice Miller, Robinson Waters & O'Dorisio,
[DYKEMA GOSSETT PLLC LETTERHEAD]
The Majestic Star Casino, LLC
The Majestic Star Capital Corp.
December 5, 2003
Page 2
P.C. and Watkins Ludlam Winter & Stennis, P.A. as to authorization and gaming,
and (ii) originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion. We have examined,
along with other documents, the Indenture and the form of Registered Note.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
copies. We have also assumed the due authorization of all documents by all
parties thereto other than the Delaware Entities.
We are opining herein as to the effect on the subject transaction only of
the federal laws of the United States, the internal laws of the State of
Michigan, the State of New York and the General Corporation Law of the State of
Delaware (in each case, other than any gaming or liquor laws, rules and
regulations) and we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction, or as to
any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
(1) The Registered Notes have been duly authorized by all necessary
corporate action of the Issuers, and when executed, authenticated and delivered
by or on behalf of the Issuers in accordance with the terms of the Exchange
Offer and the Indenture, will constitute legally valid and binding obligations
of the Issuers, enforceable against the Issuers in accordance with their terms.
(2) Assuming the due authorization of each Guarantee by the respective
Guarantor (other than the Delaware Entities), when each of the Guarantees is
executed and delivered in accordance with the terms of the Indenture and when
the Registered Notes have been duly executed, authenticated and delivered in
accordance with the terms of the Exchange Offer and the Indenture, each
Guarantee will be the legally valid and binding obligation of the respective
Guarantor, enforceable against it in accordance with its terms.
The opinions rendered in the foregoing paragraphs 1 and 2 are subject
to the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; and (ii) the effect of general principles of
[DYKEMA GOSSETT PLLC LETTERHEAD]
The Majestic Star Casino, LLC
The Majestic Star Capital Corp.
December 5, 2003
Page 3
equity, whether enforcement is considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought.
We have not been requested to express and, with your knowledge and
consent, do not render any opinion with respect to the applicability to the
obligations of the Issuers under the Registered Notes and the Indenture or of
the Guarantors under the Guarantees and the Indenture of Section 548 of the
Bankruptcy Code or applicable state law relating to fraudulent transfers and
obligations.
To the extent that the respective obligations of the Issuers and the
Guarantors under the Indenture may be dependent upon such matters, we have
assumed for purposes of this opinion that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes the legally valid, binding
and enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, generally and with
respect to acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organization and legal power
and authority to perform its obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" in the prospectus contained therein. In giving such
consent, we do not concede that we are experts within the meaning of the Act or
rules or regulations thereunder or that this consent is required by Section 7 of
the Act.
Very truly yours,
/s/ Dykema Gossett PLLC
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DYKEMA GOSSETT PLLC