EXHIBIT 5.1
[DYKEMA LOGO] Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
WWW.DYKEMA.COM
Tel: (313) 568-6800
Fax: (313) 568-6832
May 19, 2006
The Majestic Star Casino, LLC
The Majestic Star Casino Capital Corp.
Majestic Star Casino Capital Corp. II
301 Fremont Street, 12th Floor
Las Vegas, Nevada 89101
Re: Registration Statement for $40,000,000 Aggregate Principal Amount of
9 1/2% Senior Secured Notes Due 2010 and the Related Guarantees, and
$200,000,000 Aggregate Principal Amount of 9 3/4% Senior Notes Due
2011, and the Related Guarantees
Dear Ladies and Gentlemen:
In connection with the registration of (i) $40,000,000 aggregate principal
amount of 9 1/2% Senior Secured Notes due 2010 (the "Registered Senior Secured
Notes") by The Majestic Star Casino, LLC, an Indiana limited liability company
("Majestic Star"), and The Majestic Star Casino Capital Corp., an Indiana
corporation (collectively, the "Senior Secured Notes Issuers"), and the related
guarantees (the "Senior Secured Notes Guarantees") of the Registered Senior
Secured Notes by The Majestic Star Casino II, Inc., a Delaware corporation,
Buffington Harbor Parking Associates, LLC, a Delaware limited liability company,
Buffington Harbor Riverboats, LLC, a Delaware limited liability company
(collectively, the "Delaware Guarantors"), as well as by Barden Colorado Gaming,
LLC, a Colorado limited liability company ("BCG"), Barden Mississippi Gaming,
LLC, a Mississippi limited liability company ("BMG") and Majestic Star Casino
Capital Corp. II, an Indiana corporation ("Capital II" and, together with BCG,
BMG and the Delaware Guarantors, the "Senior Secured Notes Guarantors"), and
(ii) $200,000,000 aggregate principal amount of 9 3/4% Senior Notes due 2011
(the "Registered Senior Notes") by Majestic Star and Capital II (collectively,
the "Senior Notes Issuers") and the related guarantees (the "Senior Notes
Guarantees") of the Registered Senior Notes by the Delaware Guarantors, BCG, BMG
(collectively the "Senior Notes Guarantors"), under the Securities Act of 1933,
as amended (the "Act"), on Form S-4 filed with the Securities and Exchange
Commission on May 19, 2006 (the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.
The Registered Senior Secured Notes will be issued pursuant to an indenture,
dated as of October 7, 2003, as amended and supplemented (the "Senior Secured
Notes Indenture") among the Senior Secured Notes Issuers, the Senior Secured
Notes Guarantors and The Bank of New York
CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C.
[DYKEMA LOGO]
The Majestic Star Casino, LLC
May 19, 2006
Page 2
Trust Company, N.A., as trustee (the "Trustee"), successor to The Bank of New
York. The Registered Senior Secured Notes will be issued in exchange for the
Senior Secured Notes Issuers' outstanding unregistered 9 1/2% Senior Secured
Notes due 2010 on the terms set forth in the prospectus included in, and the
Letter of Transmittal filed as an exhibit to, the Registration Statement (the
"Senior Secured Notes Exchange Offer").
The Registered Senior Notes will be issued pursuant to an indenture, dated as of
December 21, 2005 (the "Senior Notes Indenture") among the Senior Notes Issuers,
the Senior Notes Guarantors and the Trustee. The Registered Senior Notes will be
issued in exchange for the Senior Notes Issuers' outstanding unregistered 9 3/4%
Senior Notes due 2011 on the terms set forth in the prospectus included in, and
the Letter of Transmittal filed as an exhibit to, the Registration Statement
(the "Senior Notes Exchange Offer" and, together with the "Senior Secured Notes
Exchange Offer, the "Exchange Offers").
In our capacity as your counsel in connection with the Exchange Offers, we are
familiar with the proceedings taken by the Senior Secured Notes Issuers in
connection with the authorization and issuance of the Registered Senior Secured
Notes, and the proceedings taken by the Senior Notes Issuers in connection with
the authorization and issuance of the Registered Senior Notes. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of (i) opinions of Ice Miller LLP, Robinson Waters & O'Dorisio,
P.C., and Watkins Ludlam Winter & Stennis, P.A. as to authorization and gaming,
and (ii) originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as copies. We have
also assumed the due authorization of all documents by all parties thereto other
than the Delaware Guarantors.
We are opining herein as to the effect on the subject transactions only of the
federal laws of the United States, the internal laws of the State of Michigan,
the State of New York and the General Corporation Law and the Limited Liability
Company Act of the State of Delaware the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws (in each
case, other than any gaming or liquor laws, rules and regulations) and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction, or as to any matters of
municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that as of the date hereof:
CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C.
[DYKEMA LOGO]
The Majestic Star Casino, LLC
May 19, 2006
Page 3
(1) Assuming the due authorization of the Registered Senior Secured
Notes by the Senior Secured Notes Issuers, the Registered Senior Secured Notes,
when executed, authenticated and delivered by or on behalf of the Senior Secured
Notes Issuers in accordance with the terms of the Senior Secured Notes Exchange
Offer and the Senior Secured Notes Indenture, will constitute legally valid and
binding obligations of the Senior Secured Notes Issuers, enforceable against the
Senior Secured Notes Issuers in accordance with their terms.
(2) Assuming the due authorization of the Registered Senior Notes by
the Senior Notes Issuers, the Registered Senior Notes, when executed,
authenticated and delivered by or on behalf of the Senior Notes Issuers in
accordance with the terms of the Senior Notes Exchange Offer and the Senior
Notes Indenture, will constitute legally valid and binding obligations of the
Senior Notes Issuers, enforceable against the Senior Notes Issuers in accordance
with their terms.
(3) Each of the Senior Secured Notes Guarantees of the Delaware
Guarantors has been duly authorized by all necessary corporate or company action
and, assuming the due authorization of each Senior Secured Notes Guarantee by
the respective Senior Secured Notes Guarantor (other than the Delaware
Guarantors), when each of the Senior Secured Notes Guarantees is executed and
delivered in accordance with the terms of the Senior Secured Notes Indenture and
when the Registered Senior Secured Notes have been duly executed, authenticated
and delivered in accordance with the terms of the Senior Secured Notes Exchange
Offer and the Senior Secured Notes Indenture, each Senior Secured Notes
Guarantee will be the legally valid and binding obligation of each of the Senior
Secured Notes Guarantors, enforceable against it in accordance with their terms.
(4) Each of the Senior Notes Guarantees of the Delaware Guarantors has
been duly authorized by all necessary corporate or company action and, assuming
the due authorization of each Senior Notes Guarantee by the respective Senior
Notes Guarantor (other than the Delaware Guarantors), when each of the Senior
Notes Guarantees is executed and delivered in accordance with the terms of the
Senior Notes Indenture and when the Registered Senior Notes have been duly
executed, authenticated and delivered in accordance with the terms of the Senior
Notes Exchange Offer and the Senior Notes Indenture, each Senior Notes Guarantee
will be the legally valid and binding obligation of each of the Senior Notes
Guarantors, enforceable against it in accordance with their terms.
The opinions rendered in the foregoing paragraphs 1 through 4 are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; and (ii) the effect of general principles of
CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C.
[DYKEMA LOGO]
The Majestic Star Casino, LLC
May 19, 2006
Page 4
equity, whether enforcement is considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought.
We have not been requested to express and, with your knowledge and consent, do
not render any opinion with respect to the applicability to the subject
transactions of Section 548 of the Bankruptcy Code or applicable state law
relating to fraudulent transfers and obligations.
To the extent that the respective obligations of the Senior Secured Notes
Issuers and Senior Secured Notes Guarantors under the Senior Secured Notes
Indenture and the respective obligations of the Senior Notes Issuers and Senior
Notes Guarantors under the Senior Notes Indenture may be dependent upon such
matters, we have assumed for purposes of this opinion that the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified to engage in
the activities contemplated by the Senior Secured Notes Indenture and the Senior
Notes Indenture; that the Senior Secured Notes Indenture and the Senior Notes
Indenture have been duly authorized, executed and delivered by the Trustee and
constitute the legally valid, binding and enforceable obligation of the Trustee,
enforceable against the Trustee in accordance with their terms; that the Trustee
is in compliance, generally and with respect to acting as a trustee under the
Senior Secured Notes Indenture and the Senior Notes Indenture, with all
applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Senior Secured Notes Indenture and the Senior Notes Indenture.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" in the prospectus contained therein. In giving such consent, we do not
concede that we are experts within the meaning of the Act or rules or
regulations thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ DYKEMA GOSSETT PLLC
CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C.