EXHIBIT 5.4
[Robinson Waters & O'Dorisio Letterhead]
May 18, 2006
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
Majestic Star Casino Capital Corp. II
301 Fremont Street
Las Vegas, Nevada 89101
Re: Registration Statement for $40,000,000 Aggregate Principal
Amount of 9 1/2% Senior Secured Notes due 2010, $200,000,000
Aggregate Principal Amount of 9 3/4% Senior Notes due 2011,
and Related Guarantees
Ladies and Gentlemen:
We have acted as special Colorado counsel to The Majestic Star Casino,
LLC, an Indiana limited liability company (the "Company"), The Majestic Star
Casino Capital Corp., an Indiana corporation ("Capital"), Majestic Star Casino
Capital Corp. II ("Capital II" and together with the Company and Capital, the
"Co-Registrants"), and Barden Colorado Gaming, LLC, a Colorado limited liability
company (the "Colorado Guarantor"), in connection with the Form S-4 Registration
Statement under the Securities Act of 1933 (the "Registration Statement")
pursuant to which Co-Registrants seek to register (the "Transaction") (i)
$40,000,000 aggregate principal amount of 9 1/2% Senior Secured Notes due 2010,
to be issued by the Company and Capital (the "Registered Senior Secured Notes");
(ii) $200,000,000 aggregate principal amount of 9 3/4% Senior Notes due 2011, to
be issued by the Company and Capital II (the "Registered Senior Notes" and
together with the Registered Senior Secured Notes, the "Registered Notes") in
exchange for certain unregistered 9 1/2% Senior Secured Notes due 2010 and
certain unregistered 9 3/4% Senior Notes due 2011 (collectively, the
"Unregistered Notes") and (iii) certain guarantees related to the Registered
Notes. This opinion is being issued and delivered to you in connection with the
filing of the Registration Statement. Capitalized terms used herein, unless
otherwise defined, shall have the meanings ascribed to them in the Registration
Statement.
As such special Colorado counsel, and for the purpose of rendering this
opinion, we have examined originals, or copies identified to our satisfaction as
being true copies of such records, documents and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below, including, but not limited to, the following:
(i) the Registration Statement; and
(ii) Form of Guarantee by the Colorado Guarantor to be issued in
connection with the Registered Notes ("Subsidiary Guarantee").
We have also investigated such questions of law as we have deemed
necessary for purposes of this opinion; examined such documents and records of
Colorado Guarantor as we have deemed necessary for the purposes of this opinion;
and received such information from representatives of Colorado Guarantor as we
have deemed necessary for the purposes of this opinion.
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
Majestic Star Casino Capital Corp. II
May 18, 2006
Page 2
We have also considered all applicable state statutes, local ordinances
and rules and regulations of the various federal, state and municipal
departments having or claiming jurisdiction over the Colorado Guarantor as we
deem necessary or advisable to provide the opinions set forth herein. We do not
opine or represent as to the enforceability of any of the documents including,
without limitation, the Subsidiary Guarantee. The Subsidiary Guarantee purports
to be governed by law other than the law of the State of Colorado and is
included herein for the limited opinions set forth below. We express no opinion
as to the applicability of the Federal Bankruptcy Code or the Colorado Uniform
Fraudulent Transfer Act (C.R.S. Sections 38-8-101, et seq.) or any other
provision of law relating to fraudulent conveyances, fraudulent transfers, or
fraudulent obligations, to the obligations of any party or the enforceability of
any such obligations.
In rendering this opinion, we also have assumed that the Registration
Statement accurately reflects the complete understanding of the parties with
respect to the Transaction. We also have assumed that the terms and the
conditions of the Transaction as stated in the Registration Statement have not
been amended, modified, or supplemented, directly or indirectly, by any other
agreement or understanding of the parties or waiver of any of the material
provisions of the Registration Statement.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
The execution and delivery by Colorado Guarantor of, and the
performance by Colorado Guarantor of its obligations under, the Subsidiary
Guarantee to be endorsed on the Registered Notes by Colorado Guarantor have been
duly authorized by Colorado Guarantor.
The opinion expressed herein is based only on laws in effect as of this
date, and in all respects is subject to and may be limited by future legislation
as well as future case law. This opinion may be filed with the appropriate
regulatory authorities in connection with the filing of the Registration
Statement and we hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and the reference to this firm therein. This opinion
may not be relied upon nor may copies be delivered to any other party without
our prior written consent.
Yours very truly,
/s/ ROBINSON WATERS & O'DORISIO, P.C.
ROBINSON WATERS & O'DORISIO, P.C.