EXHIBIT 5.2
WILENTZ, GOLDMAN & SPITZER, P.A.
90 Woodbridge Center Drive
Suite 900 Box 10
Woodbridge, NJ 07095
May 30, 2002
Resorts International Hotel and Casino, Inc.
Resorts International Hotel, Inc.
New Pier Operating Company, Inc.
1133 Boardwalk
Atlantic City, New Jersey 08401
Ladies and Gentlemen:
We have acted as special New Jersey counsel to Resorts International
Hotel and Casino, Inc., a Delaware corporation (the "Company"), Resorts
International Hotel, Inc., a New Jersey corporation ("Resorts"), and New Pier
Operating Company, Inc., a New Jersey corporation ("New Pier" and, together with
Resorts, the "Guarantors"), and are providing this opinion letter to you at your
request in connection with the preparation and filing by the Company and the
Guarantors of a registration statement on Form S-4 (File No. 333-87206) (the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the offer of $180,000,000 in aggregate principal amount of the
Company's Series B 11 1/2% First Mortgage Notes due 2009 (the "New Notes") in
exchange for $180,000,000 in aggregate principal amount of the Company's
outstanding Series A 11 1/2% First Mortgage Notes due 2009 (the "Old Notes").
The New Notes and the terms and conditions of such offer (the "Exchange Offer")
are more specifically described in the Registration Statement. The Old Notes
were issued under, and the New Notes will be issued under, the Indenture, dated
as of March 22, 2002 (the "Indenture"), by and between the Company and Deutsche
Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee. The
New Notes will be unconditionally and jointly and severally guaranteed (the
"Guarantees") on a senior basis by each Guarantor. A copy of this opinion letter
is also being provided to Willkie Farr & Gallagher, counsel assisting you in the
preparation of the Registration Statement, with the understanding that Willkie
Farr & Gallagher will rely upon this opinion letter in providing its opinion to
be filed as an exhibit to the Registration Statement.
In connection with this opinion, we have examined the Registration
Statement, an executed copy of the Indenture, all corporate proceedings of the
Guarantors relating to the New Notes, the Exchange Offer and the Guarantees, and
such other corporate documents and records of the Guarantors and certificates or
statements of public officials and corporate officers of the Guarantors as we
have deemed necessary or appropriate for the purposes of this opinion. In our
examination, we have assumed (i) the genuineness of all signatures of all
parties to the Indenture other than the signatures of the Guarantors; (ii) the
authenticity of all company and corporate records, agreements, documents,
instruments and certificates submitted to us as originals, the conformity to
original documents and agreements of all documents and agreements submitted to
us as conformed, certified or photostatic copies thereof and the authenticity of
the originals of such conformed, certified or photostatic copies; (iii) the due
authorization, execution and delivery of the Indenture by all parties thereto
other than the Guarantors; (iv) the legal right and power of all such parties
other than the Guarantors under all applicable laws and regulations to enter
into, execute and deliver the Indenture; and (v) that the Indenture is a legal,
valid and binding obligation of all parties thereto other than the Guarantors
and is enforceable against such other parties in accordance with its terms.
Resorts International Hotel and Casino, Inc.
Resorts International Hotel, Inc.
New Pier Operating Company, Inc.
May 30, 2002
Page 2
We are authorized to practice law in the State of New Jersey and we do
not purport to be experts on, or to express any opinion hereunder concerning,
any law other than the laws of the State of New Jersey and the laws of the
United States of America of the type typically applicable to the transactions
contemplated by the Exchange Offer. Our opinions herein are based on laws
existing as of the date hereof, which laws are subject to change.
Based on the foregoing and subject to the assumptions, limitations,
qualifications and exceptions set forth below, we are of the opinion that:
1. Each of the Guarantors is a corporation duly incorporated and validly
existing under the laws of the State of New Jersey.
2. The execution and delivery of the Indenture has been duly authorized by
each of the Guarantors, and the Indenture constitutes a legal, valid and binding
obligation of each of the Guarantors, enforceable against each of the Guarantors
in accordance with the terms thereof.
3. The Guarantees contained in the Indenture and to be endorsed on the New
Notes have been duly authorized by each of the Guarantors and, when duly
executed by the proper officers of the Guarantors, will constitute a legal,
valid and binding obligation of each of the Guarantors, enforceable against each
of the Guarantors in accordance with the terms of the Indenture.
The opinions set forth in paragraphs 2 and 3 above are subject to (i)
bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
transfer, fraudulent conveyance, and other similar laws (and court decisions
with respect thereto) now or hereafter in effect and affecting the rights and
remedies of creditors generally or providing for the relief of debtors; (ii) the
refusal or discretion of a particular court or other adjudicative body to grant
(a) equitable remedies, including, without limitation, the remedy of specific
performance or injunctive relief, or (b) a particular remedy sought by any party
under the Indenture or the Guarantees as opposed to another remedy provided for
therein or another remedy available at law or in equity; and (iii) general
principles of equity (regardless of whether such remedies are sought in a
proceeding in equity or at law).
We hereby consent to being named in the Registration Statement and the
prospectus included therein, as counsel who are passing upon certain legal
matters with respect to the issuance of the New Notes and to the reference to
our name under the caption "Legal Matters" in such prospectus. We also hereby
consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement. In giving such consents, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ Wilentz, Goldman & Spitzer, P.A.
WILENTZ, GOLDMAN & SPITZER, P.A.
cc: Willkie Farr & Gallagher
Attention: Thomas M. Cerabino, Esq.