EXHIBIT 5.2
[ICE MILLER 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
Ladies and Gentlemen:
We have acted as special regulatory counsel in the State of Indiana for
The Majestic Star Casino, LLC, an Indiana limited liability company (the
"Company"), and The Majestic Star Casino Capital Corp., an Indiana corporation
("Capital" and together with the Company, the "Issuers"), in connection with the
Registration Statement on Form S-4, as amended to the date hereof (the
"Registration Statement"), filed on behalf of the Issuers and the Subsidiary
Guarantors named therein with the Securities and Exchange Commission relating to
the Issuers' offer to exchange $260 million aggregate principal amount of its 9
1/2% Senior Secured Notes due 2010 (the "Registered Notes") which are being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for its outstanding 9 1/2% Senior Secured Notes due 2010 (the "Unregistered
Notes") which are not registered under the Securities Act, all as more fully
described in the Registration Statement. The Registered Notes will be issued
under the Issuers' Indenture dated as of October 7, 2003, as amended and
supplemented (the "Indenture"), among the Issuers and The Bank of New York, as
trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall
have the respective meaning assigned to such terms in the prospectus contained
in the Registration Statement.
Except as described in this letter, we are not generally familiar with
the Issuers' businesses, records, transactions, or activities. Our knowledge of
their businesses, records, transactions, and activities is limited to the
information that is set forth below and on Exhibit A and that otherwise has been
brought to our attention by certificates executed and delivered to us by
officers of the Issuers in connection with this opinion letter.
We have examined copies, certified or otherwise identified to our
satisfaction, of the Indenture, the form of Registered Note and the documents
listed below. For purposes of this opinion, the following documents are
hereinafter referred to collectively as the "Authorization Documents:"
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
December 5, 2003
Page 2
(i) Articles of Organization of the Company as certified by the
Indiana Secretary of State on September 30, 2003, and as
further certified by the Secretary of the Company as of
December 5, 2003.
(ii) Operating Agreement of the Company as certified by the
Secretary of the Company as of December 5, 2003, to be a true
and complete copy of such Operating Agreement, as amended.
(iii) Articles of Incorporation of Capital as certified by the
Indiana Secretary of State on September 30, 2003, and as
further certified by the Secretary of the Company as of
December 5, 2003.
(iv) Bylaws of Capital as certified by the Secretary of Capital as
of December 5, 2003, to be a true and complete copy of such
Bylaws, as amended.
(v) Certificate of Secretary dated December 5, 2003, executed by
the Secretary of the Company and of Capital, certifying to
this Firm as to certain factual matters.
In rendering our opinion, we also have examined such certificates of
public officials, organizational documents and records and other certificates
and instruments as we have deemed necessary for the purposes of the opinion
herein expressed and, with your permission, have relied upon and assumed the
accuracy of such certificates, documents, records and instruments. We have made
such examination of the laws of the State of Indiana as we deemed relevant for
purposes of this opinion, but we have not made a review of, and express no
opinion concerning, the laws of any jurisdiction other than the State of
Indiana.
We have relied upon and assumed the truth and accuracy of the
representations, certifications and warranties made in the Indenture and the
Authorization Documents, and have not made any independent investigation or
verification of any factual matters stated or represented therein. Except to the
extent expressly set forth herein, we have not undertaken any independent
investigation to determine the existence or absence of such facts or
circumstances or the assumed facts set forth herein, we accept no responsibility
to make any such investigation, and no inference as to our knowledge of the
existence or absence of such facts or circumstances or of our having made any
independent review thereof should be drawn from our representation of the
Issuers. Our representation of the Issuers is limited to the transactions
contemplated by the Registration Statement and other matters specifically
referred to us by the Issuers.
In rendering this opinion to you, we have assumed with your permission:
(a) The genuineness of all signatures, the legal capacity and
competency of natural persons executing the Authorization
Documents on behalf of the Issuers, the authenticity of all
documents submitted to us as originals, the conformity to
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
December 5, 2003
Page 3
original documents of all documents submitted to us as
certified, conformed or photostatic copies, and the
authenticity of the originals of such copies.
(b) All official public records (including their proper indexing
and filing) furnished to or obtained by us, electronically or
otherwise, are accurate, complete and authentic.
(c) The Authorization Documents and the other corporate records of
the Issuers provided to us are accurate and complete and have
not been amended or rescinded.
Based upon the foregoing and upon such investigation as we
have deemed necessary, and subject to the assumptions, qualifications,
exceptions and limitations set forth herein, we are of the opinion
that:
1. The issuance by the Company of the Registered Notes and the
performance of the Company's obligations thereunder have been
duly authorized by all requisite limited liability company
action on the part of the Company.
2. The issuance by Capital of the Registered Notes and the
performance of Capital's obligations thereunder have been duly
authorized by all requisite corporate action on the part of
Capital.
The opinions expressed herein are matters of professional judgment, are
not a guarantee of result and are effective only as of the date hereof. We do
not undertake to advise you of any matter within the scope of this letter that
comes to our attention after the date of this letter and disclaim any
responsibility to advise you of any future changes in law or fact that may
affect the opinions set forth herein. We express no opinions other than as
herein expressly set forth, and no expansion of the opinions expressed herein
may or should be made by implication or otherwise.
The opinions expressed in this letter are rendered to you in connection
with the Issuers' offer to exchange the Registered Notes for the Unregistered
Notes and the registration of the Registered Notes under the Securities Act. We
hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and the reference to this firm therein. This opinion
letter may not be relied upon in any other context or for any other purpose
without our prior written consent.
Very truly yours
/s/ Ice Miller
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Ice Miller