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EXHIBIT 5.1
[DYKEMA GOSSETT LETTERHEAD]
June 20, 1996
The Majestic Star Casino, LLC
c/o Barden Development, Inc.
400 Renaissance Center
Suite 2400
Detroit, Michigan 48243
Re: Registration Statement on Form S-4 in Connection
With the Exchange Offer of 12-3/4% Senior Exchange
Secured Notes due 2003 With Contingent Interest
for 12-3/4% Senior Secured Notes due 2003 With
Contingent Interest
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Ladies and Gentlemen:
We have acted as counsel for The Majestic Star Casino, LLC, an Indiana
limited liability company (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 (the
"Registration Statement") relating to the Exchange Offer by the Company of
$105,000,000 aggregate principal amount of 12-3/4% Senior Exchange Secured
Notes due 2003 With Contingent Interest (the "Notes") for $105,000,000
aggregate principal amount of 12-3/4% Senior Secured Notes due 2003 With
Contingent Interest. The Notes are to be issued pursuant to an Indenture (the
"Indenture") by and between the Company and IBJ Schroder Bank & Trust Company,
as Trustee.
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such company records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinions expressed below.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
limited liability company in good standing under the laws of the
State of Indiana.
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DYKEMA GOSSETT
PLLC
The Majestic Star Casino, LLC
June 20, 1996
Page 2
2. The Notes, when executed and authenticated in accordance
with the terms of the Indenture, and upon issuance in
accordance with the terms of the Exchange Offer in the
Prospectus constituting a part of the Registration Statement,
will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their
terms, except as (a) the enforceability thereof may be limited
by or subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or
hereafter affecting creditors' rights generally and (b) rights
of acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability.
The opinions expressed herein are limited to the federal law of the
United States and the law of the State of Michigan. In rendering the opinion
set forth in paragraph 2 above, we have assumed that the laws of the State of
New York as to the enforceability of the Notes are not different from the laws
of the State of Michigan (excluding the choice of law rules).
We hereby consent to the use of this opinion as Exhibit 5.1 of the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement. In giving such consent, we do not concede that we are experts within
the meaning of the Act or the rules or regulations thereunder or that this
consent is required by Section 7 of the Act.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ Carol H. Rodriguez
Carol H. Rodriguez