EXHIBIT 5.2
[ICE MILLER LETTERHEAD]
May 19, 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; and
$200,000,000 Aggregate Principal Amount of 9 3/4% Senior Notes
Due 2011
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"), The Majestic Star Casino Capital Corp., an Indiana corporation
("Capital" and together with the Company, the "Senior Secured Notes Issuers"),
and Majestic Star Casino Capital Corp. II, an Indiana corporation ("Capital II"
and together with the Company, the "Senior Notes Issuers" and together with the
Senior Secured Notes Issuers, collectively, the "Issuers"), in connection with
the Registration Statement on Form S-4 (the "Registration Statement"), filed on
behalf of the Senior Secured Notes Issuers, the Senior Notes Issuers and the
Subsidiary Guarantors named therein with the Securities and Exchange Commission
(the "SEC") relating to (i) the Senior Secured Notes Issuers' offer to exchange
$40 million aggregate principal amount of their 9 1/2% Senior Secured Notes due
2010 (the "Registered Senior Secured Notes") which are being registered under
the Securities Act of 1933, as amended (the "Securities Act"), for their
outstanding 9 1/2% Senior Secured Notes due 2010 (the "Unregistered Senior
Secured Notes") which are not registered under the Securities Act, all as more
fully described in the Registration Statement, and (ii) the Senior Notes
Issuers' offer to exchange $200 million aggregate principal amount of their 9
3/4% Senior Secured Notes due 2011 (the "Registered Senior Notes" and together
with the Registered Senior Secured Notes, collectively, the "Registered Notes")
which are being registered under the Securities Act, for their outstanding 9
3/4% Senior Notes due 2011 (the "Unregistered Senior Notes") which are not
registered under the Securities Act, all as more fully described in the
Registration Statement. The Registered Senior Secured Notes will be issued under
the Senior Secured Notes Issuers' Indenture dated as of October 7, 2003, as
amended and supplemented (the
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
Majestic Star Casino Capital Corp. II
May 19, 2006
Page 2
"Senior Secured Notes Indenture"), among the Senior Secured Notes Issuers, the
Subsidiary Guarantors named therein and The Bank of New York Trust Company,
N.A., as successor trustee to The Bank of New York (the "Trustee"). The
Registered Senior Notes will be issued under the Senior Notes Issuers' Indenture
dated as of December 21, 2005, as amended and supplemented (the "Senior Notes
Indenture" and together with the Senior Secured Notes Indenture, collectively,
the "Indentures"), among the Senior Notes Issuers, the Subsidiary Guarantors
named therein and the Trustee. Capitalized terms not otherwise defined herein
shall have the respective meaning assigned to such terms in the prospectus
contained in the applicable 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 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 Indentures, the form of Registered Senior Secured Note, the
Guarantee of Capital II with respect to the Registered Senior Secured Notes (the
"Capital II Guarantee"), the form of Registered Senior Note, and the documents
listed below. For purposes of this opinion, the following documents are
hereinafter referred to collectively as the "Authorization Documents:"
(i) Articles of Organization of the Company as certified by the
Indiana Secretary of State on December 20, 2005, and as
further certified by the Secretary of the Company as of the
date hereof.
(ii) Operating Agreement of the Company as certified by the
Secretary of the Company as of the date hereof, 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 December 20, 2005, and as
further certified by the Secretary of the Capital as of the
date hereof.
(iv) Bylaws of Capital as certified by the Secretary of Capital as
of the date hereof, to be a true and complete copy of such
Bylaws, as amended.
(v) Articles of Incorporation of Capital II as certified by the
Indiana Secretary of State on December 20, 2005, and as
further certified by the Secretary of the Capital II as of the
date hereof.
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
Majestic Star Casino Capital Corp. II
May 19, 2006
Page 3
(vi) Bylaws of Capital II as certified by the Secretary of Capital
II as of the date hereof, to be a true and complete copy of
such Bylaws, as amended.
(vii) Officers' Certificate dated the date hereof, executed by
authorized officers of the Company, of Capital and of Capital
II, 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 Indentures 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 Statements 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
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.
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
Majestic Star Casino Capital Corp. II
May 19, 2006
Page 4
(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.
(d) The authorization and performance of Capital II's obligations
under the Capital II Guarantee will not result in or
constitute a prohibited dividend or other distribution to a
shareholder under Ind. Code 23-1-28.
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 Senior Secured Registered Notes
and the performance of Capital's obligations thereunder have
been duly authorized by all requisite corporate action on the
part of Capital.
3. The issuance by Capital II of the Senior Registered Notes, the
Capital II Guarantee, and the performance of Capital II's
obligations thereunder have been duly authorized by all
requisite corporate action on the part of Capital II.
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 Senior Secured Notes Issuers' offer to exchange the Registered Senior
Secured Notes for the Unregistered Senior Secured Notes, the Senior Notes
Issuers' offer to exchange the Registered Senior Notes for the Unregistered
Senior 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 Statements 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