EXHIBIT 5.1
[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
March 5, 1996
Trump Atlantic City Associates
Trump Atlantic City Funding, Inc.
Mississippi Avenue and The Boardwalk
Atlantic City, New Jersey 08401
Re: Registration Statement on Form S-1
File No. 333-643
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Dear Sirs:
We have acted as counsel for Trump Atlantic City Associates, a New Jersey
general partnership ("Associates") and Trump Atlantic City Funding, Inc., a
Delaware corporation ("Funding" and together with Associates, the "Issuers"), in
connection with the registration pursuant to the Securities Act of 1933, as
amended (the "Act"), of $1,100,000,000 aggregate principal amount (the "Initial
Offering") of the Issuers' First Mortgage Notes due 2006 (the "First Mortgage
Notes") and up to 20% of the maximum aggregate offering amount of the Initial
Offering which may be offered pursuant to Rule 462(b) promulgated under the Act
("Rule 462(b)").
The First Mortgage Notes will be issued under an Indenture (the "First
Mortgage Note Indenture") to be entered into by and among the Issuers, as
issuers, First Bank National Association, as trustee (the "Trustee") and Trump
Plaza Associates, a New Jersey general partnership, Trump Taj Mahal Associates,
a New Jersey general partnership, and all other existing and future subsidiaries
of Associates, as guarantors.
In connection therewith, we have participated in the preparation of the
Registration Statement relating to the First Mortgage Notes (File No. 333-643)
heretofore filed with the Securities and Exchange Commission (as amended, the
"Registration Statement"), and we are familiar with the partnership and
corporate proceedings taken to date in connection with the authorization and
issuance of the First Mortgage Notes.
In so acting, we have examined original, reproduced or certified copies of
such records of the Issuers and of Trump Hotels & Casino Resorts Holdings, L.P.,
a Delaware limited
Trump Atlantic City Associates
Trump Atlantic City Funding, Inc.
March 5, 1996
Page 2
partnership and a general partner of Associates ("THCR Holdings"), Trump Plaza
Holding, Inc., a Delaware corporation and the other general partner of
Associates ("TPHI," and together with THCR Holdings, the "Partners") and Trump
Hotels & Casino Resorts, Inc., a Delaware corporation and the sole general
partner of THCR Holdings ("THCR"), relevant and necessary for the opinions
hereinafter set forth including, but not limited to, the Registration Statement,
the Certificates of Incorporation of THCR, TPHI and Funding (as each has been
amended or amended and restated, as applicable), the By-Laws of THCR, TPHI and
Funding (as each has been amended or amended and restated, as applicable), the
Amended and Restated Partnership Agreement of THCR Holdings, the Amended and
Restated Partnership Agreement of Associates and the form of the First Mortgage
Note Indenture and the First Mortgage Notes as each of such documents has been
or will be filed as an Exhibit to the Registration Statement, and the relevant
minutes of THCR, as the general partner of THCR Holdings, as general partner of
Associates, TPHI, as general partner of Associates, and Funding.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
authentic originals of all documents submitted to us as certified or reproduced
copies. As to various questions of fact material to such opinions, we have
relied upon certificates of, or communications with, officers of the Issuers,
the Partners and THCR and of public officials.
Based on the foregoing and assuming that the following shall occur on or
before such time as the Registration Statement shall have been declared
effective under the Act: (i) the First Mortgage Note Indenture substantially in
the form to be filed as an Exhibit to the Registration Statement, shall have
been qualified under the Trust Indenture Act of 1939 and shall have been duly
authorized, executed and delivered by each of the parties thereto, (ii) no
certificate of dissolution or proceeding therefor shall have been filed or
commenced with respect to the Issuers and (iii) the definitive terms of the
First Mortgage Notes shall have been duly authorized and established in
conformity with the First Mortgage Note Indenture, we are of the opinion that:
The execution and delivery of the First Mortgage Note Indenture and the
issuance of the First Mortgage Notes have been duly authorized by Funding and by
TPHI, as general partner of Associates. When the First Mortgage Note Indenture
has been duly executed and delivered by the parties thereto and the First
Mortgage Notes have been duly executed and delivered by the
Trump Atlantic City Associates
Trump Atlantic City Funding, Inc.
March 5, 1996
Page 3
Issuers and duly authenticated by the Trustee, all in accordance with the terms
of the First Mortgage Note Indenture, and the First Mortgage Notes have been
issued in the manner described in the Registration Statement after it has become
effective under the Act (and in any abbreviated registration statement related
to the Registration Statement filed pursuant to Rule 462(b)), the First Mortgage
Notes will be duly and validly issued, and will constitute legal, valid and
binding obligations of the Issuers, enforceable against the Issuers in
accordance with their terms, except insofar as enforceability thereof may be
limited by (a) usury, bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally, (b) general principles
of equity, (c) the Casino Control Act of the State of New Jersey, the
regulations adopted pursuant thereto, or rulings of the New Jersey Casino
Control Commission, as such laws, regulations or rulings may now or hereafter be
in effect or (d) other state gaming laws, the regulations adopted pursuant
thereto, or rulings from other state gaming authorities, as such laws,
regulations or rulings may now or hereafter be in effect.
No person or entity other than you may rely or claim reliance upon this
opinion. This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. We call to your
attention that we are not admitted to practice, do not purport to be experts in
the laws of, and, accordingly, do not express an opinion as to matters arising
under the laws of any jurisdiction, other than the laws of the State of New
York, the Delaware General Corporation Law and the Federal laws of the United
States. We are not admitted to practice law in the State of New Jersey.
We hereby consent to being named as counsel for the Company in the
Registration Statement and under the caption "Legal Matters" in the Prospectus
included in the Registration Statement, to the incorporation by reference of
this opinion in any abbreviated registration statement related to the
Registration Statement filed under Rule 462(b) and to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
/s/ WILLKIE FARR & GALLAGHER