EXHIBIT 5.1
[Letterhead of Cahill Gordon & Reindel]
June 14, 1999
VAIL RESORTS, INC.
137 Benchmark Road
Avon, Colorado 81620
Re: 8 3/4% Senior Subordinated Notes due 2009,
Series B, of Vail Resorts, Inc. and related
Guarantees
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Ladies and Gentlemen:
We have acted as counsel for Vail Resorts, Inc. (the "Company") and
GHTV, Inc., Gillett Broadcasting of Maryland, Inc., Gillett Broadcasting, Inc.
and Gillett Group Management, Inc. (collectively, the "Delaware Guarantors" and,
together with Company, the "Issuers") in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by, among others, the
Company and the Delaware Guarantors with the Securities and Exchange Commission
(the "Commission") for registration under the Securities Act of 1933, as amended
(the "Act"), of (i) up to $200,000,000 principal amount of 8 3/4% Senior
Subordinated Notes due 2009, Series B, of the Company (the "Exchange Notes"),
and (ii) the Delaware Guarantors' unconditional guarantee of the Exchange Notes
(the "Guarantees," and together with the Exchange Notes, the "Securities"). The
Securities will be issued pursuant to an indenture dated as of May 11, 1999 (the
"Indenture"), between the Company, the Delaware Guarantors. and the United
States Trust Company of New York, as trustee, in connection with the exchange
offer (the "Exchange Offer") pursuant to which the Securities will be issued for
a like principal amount of the Company's outstanding 8 3/4% Senior Subordinated
Notes due
CAHILL GORDON & REINDEL
2009. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Registration Statement.
In connection therewith, we have examined, among other things,
originals or copies, certified or otherwise identified to our satisfaction, of
the Certificates of Incorporation of the Issuers, resolutions of the Boards of
Directors of the Issuers with respect to the filing of the Registration
Statement and such other documents as we have deemed necessary or appropriate
for the purpose of rendering this opinion.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostatic or other copies. As to matters of fact, we have
relied upon representations of officers of the Issuers.
Based upon the foregoing, and subject to the qualifications stated
herein, it is our opinion that:
1. The Exchange Notes have been duly authorized for issuance by the
Company and, when duly executed, authenticated and delivered in exchange for the
Initial Notes in accordance with the terms of the Exchange Offer and the
Indenture as contemplated by the Registration Statement, will constitute valid
and legally binding obligations of the Company, entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their terms
except that the enforcement thereof may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and (ii)
general principles of equity and the discretion of the court before which any
proceeding therefor may be brought.
2. The Guarantees of the Delaware Guarantors have been duly
authorized by the Delaware Guarantors and, when the Exchange Notes have been
duly executed, authenticated and delivered in accordance with the terms of the
Exchange Offer and the Indenture as contemplated by the Registration Statement
and the Guarantees of the Delaware Guarantors have been duly executed and
delivered, the Guarantees of the Delaware Guarantors will constitute valid and
legally binding obligations of the Delaware Guarantors, entitled to the benefits
of the Indenture and enforceable against the Delaware Guarantors in accordance
with their terms except that the enforcement thereof may be subject to (i)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity and the discretion of the court
before which any proceeding therefor may be brought.
We are attorneys admitted to practice in the State of New York. We
express no opinion concerning 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 of America.
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CAHILL GORDON & REINDEL
We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters," and to the inclusion of this
opinion as an exhibit to the Registration Statement. Our consent to such
reference does not constitute a consent under Section 7 of the Securities Act
and in consenting to such reference we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or under the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel