EXHIBIT 5.3
Watkins Ludlam Winter & Stennis, P.A.
ATTORNEYS AT LAW
633 North State Street (39202) Tel (601) 949-4900
Post Office Box 427 Fax (601) 949-4804
Jackson, Mississippi 39205 www.watkinsludlam.com
MEMBER: MERITAS LAW FIRMS WORLDWIDE
May 19, 2006
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
The 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 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 "Senior Secured 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
$40,000,000 aggregate principal amount of 9 1/2 % Senior Secured Notes due 2010
(the "Senior Secured Exchange Notes") by the Senior Secured Issuers and the
registration of the guarantee of the Senior Secured Exchange Notes (the "Senior
Secured Guarantee") issued by the Mississippi Guarantor, all in connection with
the exchange offer (the "Senior Secured Exchange Offer") of $40,000,000
aggregate principal amount of the Company's previously issued but unregistered 9
1/2 % Senior Secured Notes Due 2010 for the Senior Secured Exchange Notes. The
Senior Secured Exchange Notes and the Senior Secured Guarantee will be issued
pursuant to the terms and conditions of, and in the forms set forth in, an
indenture dated October 7, 2003 (the "Existing Senior Secured Indenture") as
amended by a supplemental indenture dated December 21, 2005 (the "First Senior
Secured Supplemental Indenture") and, as further amended by a second
supplemental indenture dated December 21, 2005 (the "Second Senior Secured
Supplemental Indenture") (the Existing Senior Secured Indenture, together with
the First Senior Secured Supplemental Indenture and the Second Senior Secured
Supplemental Indenture, being collectively referred to herein as the "Senior
Secured Indenture"), among the Senior Secured Issuers, as issuers, the
Subsidiary Guarantors named therein, and The Bank of New York Trust Company,
N.A., as successor to The Bank of New York, as trustee (the "Trustee"), a copy
of which was filed as an exhibit to the Registration Statement. The Senior
Secured Exchange Notes and the Senior Secured Guarantee are referred to
collectively hereinafter as the "Senior Secured Securities."
We have also acted as Mississippi counsel for the Company, The Majestic
Star Casino Capital Corp. II, an Indiana corporation ("Capital II", and together
with the Company, the
May 19, 2006
Page 2
"Senior Issuers"), and the Mississippi Guarantor in connection with the
Registration Statement under the Act for the registration of $200,000,000
aggregate principal amount of 9 3/4 % Senior Notes due 2011 (the "Senior
Exchange Notes") by the Senior Issuers and the registration of the guarantee of
the Senior Exchange Notes (the "Senior Guarantee") issued by the Mississippi
Guarantor, all in connection with the exchange offer (the "Senior Exchange
Offer") of $200,000,000 aggregate principal amount of the Company's previously
issued but unregistered 9 3/4 % Senior Notes Due 2011 for the Senior Exchange
Notes. The Senior Exchange Notes and the Senior Guarantee will be issued
pursuant to the terms and conditions of, and in the forms set forth in, an
indenture dated December 21, 2005 (the "Senior Indenture"), among the Senior
Issuers, as issuers, the Subsidiary Guarantors named therein, and the Trustee, a
copy of which was filed as an exhibit to the Registration Statement. The Senior
Exchange Notes and the Senior Guarantee are referred to collectively hereinafter
as the "Senior Securities." Capitalized terms used herein without definition
shall have the meanings assigned thereto in the Senior Secured Indenture and/or
the Senior Indenture (collectively, the "Indentures").
In connection with this opinion, we have examined originals or copies
of (i) the Indentures, the Senior Secured Securities and the Senior Securities
(the Senior Secured Securities and the Senior Securities being collectively
referred to herein as the "Securities") and the Registration Statement (the
Indentures, together with the Securities and the Registration Statement being
collectively referred to herein as the "Documents"), (ii) resolutions adopted by
the Mississippi Guarantor relating to the Indentures 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 and had such conversations with public
officials, officials of the Company and the Mississippi Guarantor and others,
and considered such questions of law, as we have deemed necessary for the
purpose of rendering the opinions set forth herein. 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 no independent investigation as
to whether the foregoing certificates are accurate or complete, but we have no
knowledge of any such inaccuracy or incompleteness.
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;
May 19, 2006
Page 3
(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 Senior
Secured Issuers and the Senior Issuers (the Senior Secured
Issuers and the Senior Issuers being collectively referred to
herein as 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;
(vii) that each of the parties to the Documents (other than the
Mississippi Guarantor, Majestic Investor, LLC and Majestic
Investor Holdings, LLC) (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 Majestic Investor, LLC and Majestic Investor
Holdings, LLC, at the time of its execution of any of the
Documents to which it may have been a party, (a) (1) was duly
organized or incorporated, (2) was validly existing, and (3)
was in good standing under the laws of the respective
jurisdiction of its incorporation or organization, (b) was
duly qualified in the State of Mississippi to do business as
an entity formed under the laws of another jurisdiction, if
such qualification was necessary, and (c) had authority to
conduct the business contemplated by and to perform its
obligations under the Documents;
(ix) that each of the Documents constitutes the legal, valid and
binding obligation of each party (other than the Mississippi
Guarantor, Majestic Investor, LLC and Majestic Investor
Holdings, LLC) to the Documents;
(x) that each of the Documents to which either Majestic Investor,
LLC or Majestic Investor Holdings, LLC was a party constituted
the legal, valid and binding obligation of each such party
prior to its merger, dissolution and/or liquidation;
(xi) the Documents and the performance thereof have been duly
authorized by each party thereto (other than the Mississippi
Guarantor), and executed and delivered
May 19, 2006
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(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 did
not, does not and/or will not violate the corporate articles
and by-laws or other formation documents of the respective
parties (other than the Mississippi Guarantor) and did not,
does not and/or 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;
(xii) 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;
(xiii) 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;
(xiv) 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 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 Senior Secured Guarantee to be endorsed
on the Senior Secured Exchange Notes and the Senior Guarantee
to be endorsed on the Senior Exchange Notes, have been duly
authorized.
2. The execution and delivery by the Mississippi Guarantor of,
and the performance by the Mississippi Guarantor of its
obligations under, the Indentures have been duly authorized.
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. Our
opinions set forth herein are subject to the same qualifications as stated in
our previous opinions dated December 21, 2005 and February 10, 2006.
May 19, 2006
Page 5
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.
Sincerely,
WATKINS LUDLAM WINTER & STENNIS, P.A.
/s/ Watkins Ludlam Winter & Stennis, P.A.