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EXHIBIT 5.1
[Letterhead of Winston & Strawn]
May 8, 1998
Booth Creek Ski Holdings, Inc.
Trimont Land Company
Sierra-at-Tahoe, Inc.
Bear Mountain, Inc.
Booth Creek Ski Acquisition Corp.
Waterville Valley Ski Resort, Inc.
Mount Cranmore Ski Resort, Inc.
Ski Lifts, Inc.
Grand Targhee Incorporated
B-V Corporation
Targhee Company
Targhee Ski Corp.
LMRC Holding Corp.
Loon Mountain Recreation Corporation
Loon Realty Corp.
Highway 267 & Northstar Drive
Truckee, California 96160
Re: Registration Statement on Form S-4
of Booth Creek Ski Holdings, Inc. and
the Guarantors (as defined below)
File No. 333-48619
Ladies and Gentlemen:
We have acted as special counsel to Booth Creek Ski Holdings,
Inc., a Delaware corporation (the "Company"), and certain of its subsidiaries
(the "Guarantors") in connection with the preparation of the Registration
Statement on Form S-4 (the "Registration Statement") filed on behalf of the
Company and the Guarantors with the Securities and Exchange Commission (the
"Commission") relating to the registration of $17,500,000 aggregate principal
amount of the Company's 12 1/2% Series B Senior Notes due 2007 (the "New Notes")
and the guarantees (the "Guarantees") thereof by the Guarantors, which are to be
offered in exchange for an equivalent principal amount of the Company's
currently outstanding 12 1/2% Series C Senior Notes due 2007 (the "Old Notes"),
all as more fully described in the Registration
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Statement. The New Notes will be issued under that certain Indenture dated as of
March 18, 1997 (the "Indenture") between the Company, the Guarantors and Marine
Midland Bank, as trustee, as amended and supplemented. Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the prospectus (the "Prospectus") contained in the Registration Statement.
This opinion letter is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Securities Act").
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, in the form filed with the
Commission and as amended through the date hereof; (ii) the Certificates of
Incorporation of the Company and each of the Guarantors, as currently in effect;
(iii) the By-laws of the Company and each of the Guarantors, as currently in
effect; (iv) the Indenture; (v) the form of the New Notes; and (vi) resolutions
of the Boards of Directors of the Company and each of the Guarantors relating
to, among other things, the issuance and exchange of the New Notes for the Old
Notes, the issuance of the Guarantees and the filing of the Registration
Statement. We also have examined such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied without independent verification upon
oral or written statements and representations of officers and other
representatives of the Company, the Guarantors and others.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The issuance and exchange of the New Notes for the Old
Notes and the issuance of the Guarantees have been duly authorized by requisite
corporate action on the part of the Company and the Guarantors, respectively.
2. The New Notes and the Guarantees will be valid and binding
obligations of the Company and the Guarantors, respectively, entitled to the
benefits of the Indenture and enforceable against the Company and the
Guarantors, respectively, in accordance with their terms, except to the extent
that the enforceability thereof may be limited by (x) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (y) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) when (i)
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the Registration Statement, as finally amended (including all necessary
post-effective amendments), shall have become effective under the Securities
Act; (ii) the New Notes are duly executed and authenticated in accordance with
the provisions of the Indenture; and (iii) the New Notes shall have been issued
and delivered in exchange for the Old Notes pursuant to the terms set forth in
the Prospectus.
The foregoing opinions are limited to the laws of the United
States, the State of New York and the General Corporation Law of the State of
Delaware. We express no opinion as to the application of the securities or blue
sky laws of the various states to the issuance or exchange of the New Notes.
We hereby consent to the reference to our firm under the
heading "Legal Matters" in the Prospectus and to the filing of this opinion with
the Commission as an exhibit to the Registration Statement. In giving such
consent, we do not concede that we are experts within the meaning of the
Securities Act or the rules and regulations thereunder or that this consent is
required by Section 7 of the Securities Act.
Very truly yours,
/s/ Winston & Strawn
Winston & Strawn