EXHIBIT 5.3
[WATKINS LUDLAM WINTER & STENNIS, P.A. 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:
We have acted as Mississippi counsel for The Majestic Star Casino, LLC,
an Indiana limited liability company (the "Company"), The Majestic Star Casino
Capital Corp., an Indiana corporation ("Capital", and together with the Company,
the "Issuers"), and the Company's subsidiary, Barden Mississippi Gaming, LLC, a
Mississippi limited liability company (the "Mississippi Guarantor") in
connection with the Registration Statement on Form S-4 (together with all
exhibits attached thereto, the "Registration Statement") under the Securities
Act of 1933, as amended (the "Act"), for the registration of $260,000,000
aggregate principal amount of 9 1/2% Senior Secured Notes due 2010 (the
"Exchange Notes") by the Issuers and the registration of the guarantees of the
Exchange Notes (the "Guarantee") issued by the Mississippi Guarantor, all in
connection with the exchange offer (the "Exchange Offer") of $260,000,000
aggregate principal amount of the Company's previously issued but unregistered 9
1/2% Senior Secured Notes Due 2010 (the "Old Notes") for the Exchange Notes. The
Exchange Notes and the Guarantee will be issued pursuant to the terms and
conditions of, and in the forms set forth in, an indenture (the "Indenture")
dated as of the Closing Date among the Issuers, as issuers, the Guarantors named
therein, and The Bank of New York, as Trustee, a copy of which was filed as an
exhibit to the Registration Statement. The Exchange Notes and the Guarantee are
referred to collectively hereinafter as the "Securities." Capitalized terms used
herein without definition shall have the meanings assigned thereto in the
Indenture.
In connection with this opinion, we have examined originals or copies
of (i) the Indenture, the Securities and the Registration Statement
(collectively, the "Documents"), (ii) resolutions adopted by the Mississippi
Guarantor relating to the Indenture and the Securities to be issued thereunder,
and (iii) such other documents as we have deemed relevant for purposes of this
opinion. In addition, we have examined such records, documents, certificates of
public officials and of the Company and the Mississippi Guarantor, made such
inquiries of officials of the Company and the Mississippi Guarantor and
considered such questions of law as we have deemed necessary for the purpose of
rendering the opinions set forth herein. We have made no independent
investigation as to whether the foregoing certificates are accurate or complete,
but we have no knowledge of any such inaccuracy or incompleteness.
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
December 5, 2003
Page 2
As to various facts material to the opinions set forth herein, we have
relied upon the representations and statements made in the Documents and in the
Officers' Certificates (as hereinafter defined) and such certificates,
correspondence and oral conversations with public officials, which facts (other
than legal conclusions) we have not independently verified. We have made such
investigations of law as we have deemed necessary in order to render the
opinions hereinafter set forth. We have also made such inquiries and had such
conversations with public officials and others as we have deemed relevant and
necessary as a basis for such opinions.
In rendering this opinion we have assumed, without having made any
independent investigation of the facts, except with respect to matters of state
law on which we have opined below, the following:
(i) the genuineness of all signatures;
(ii) the legal capacity of natural persons executing any
document on behalf of any party;
(iii) the power and authority of each party to execute,
deliver and perform the documents or certificates to
which such party is the signatory (other than the
Mississippi Guarantor) and the due authorization of
each person who has executed such documents on behalf
of such party;
(iv) that there are no oral or written agreements or
understandings that would in any manner vary the
terms and provisions of the documents that we have
examined or which would have an effect on the
opinions expressed herein;
(v) that all documents submitted to us as originals are
original authentic documents and all documents
submitted to us as certified or photostatic copies
conform to original documents;
(vi) the correctness and accuracy through the date hereof
of all records reviewed, of all facts (other than
legal conclusions) set forth in any certificates of
officers of the Issuers, the Mississippi Guarantor,
Majestic Investor, LLC, Majestic Investor Holdings,
LLC or Barden Development, Inc. given in connection
with the transactions (the "Officers' Certificates"),
and of the representations and warranties set forth
in the Documents, and we have not undertaken any
independent review or investigation to determine the
existence or absence of such factual matters;
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The Majestic Star Casino Capital Corp.
December 5, 2003
Page 3
(vii) that each of the parties to the Documents (other than
the Mississippi Guarantor) (a) (1) is duly organized
or incorporated, (2) is validly existing, and (3) is
in good standing under the laws of the respective
jurisdiction of its incorporation or organization,
(b) is duly qualified in the State of Mississippi to
do business as an entity formed under the laws of
another jurisdiction, if such qualification is
necessary, and (c) has authority to conduct the
business contemplated by and to perform its
obligations under the Documents;
(viii) that each of the Documents constitutes the legal,
valid and binding obligation of each party (other
than the Mississippi Guarantor) to the Documents;
(ix) the Documents and the performance thereof have been
duly authorized by each party thereto (other than the
Mississippi Guarantor), and executed and delivered
(and, where required, authenticated) by the parties
thereto in the form reviewed by us for good
consideration received by each such party, and the
authorization, execution, delivery and performance of
the Documents by the parties thereto does not and
will not violate the corporate articles and by-laws
or other formation documents of the respective
parties (other than the Mississippi Guarantor) and
does not and will not violate or conflict with any
law, order, writ, injunction, or decree of any court,
administrative agency or other governmental authority
applicable to such party and that all third-party
consents necessary for the execution and delivery of
the Documents have been obtained;
(x) that no material mistake of fact or misunderstanding,
fraud, duress or undue influence has been involved in
the negotiation or consummation of the transactions
contemplated by the Documents;
(xi) in all matters concerning the Documents, that the
parties and their counsel (other than us) have acted
in good faith and without notice or knowledge of any
defense against the enforcement of any rights created
by the Documents;
(xii) that all authorizations, approvals, actions, and
consents of or from, and all notices to or filings
with, any governmental authority in any jurisdiction
other than the State of Mississippi required in
connection with the execution and delivery by any
party to the Documents of, and the performance of its
obligations thereunder, have been obtained, taken,
received or made, and are in full force and effect.
We also have assumed
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The Majestic Star Casino Capital Corp.
December 5, 2003
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compliance with all applicable state securities and
"Blue Sky" laws and regulations and express no
opinion hereunder with respect to such laws.
On the basis of such examination, our reliance upon the assumptions
contained herein and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications contained herein, we
are of the opinion that:
1. The execution and delivery by the Mississippi Guarantor of,
and the performance by the Mississippi Guarantor of its
obligations under, the Guarantee to be endorsed on the
Exchange Notes by the Mississippi Guarantor have been duly
authorized, and the Guarantee has been validly executed by the
Mississippi Guarantor.
2. The execution and delivery by the Mississippi Guarantor of,
and the performance by the Mississippi Guarantor of its
obligations under, the Indenture have been duly authorized,
and the Indenture has been validly executed by the Mississippi
Guarantor.
The opinions expressed herein relate only to the laws of the State of
Mississippi and the federal laws of the United States as applied in the State of
Mississippi and we do not opine on the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm therein. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Watkins Ludlam Winter & Stennis, P.A.
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WATKINS LUDLAM WINTER & STENNIS, P.A.