Exhibit 5.1
MAYER, BROWN, ROWE & MAW
190 SOUTH LA SALLE STREET
CHICAGO, ILLINOIS 60603-3441
MAIN TELEPHONE
(312) 782-0600
MAIN FAX
(312) 701-7711
______________, 2002
Isle of Capri Casinos, Inc.
1641 Popps Ferry Road
Biloxi, Mississippi 39532
Re: Registration Statement on Form S-4 Relating
to 9% Senior Subordinated Notes Due 2012
Ladies and Gentlemen:
We have acted as counsel to Isle of Capri Casinos, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), of a registration statement on Form S-4, File
No. 333- (the "Registration Statement") relating to an offer to exchange
the "Exchange Offer") the Company's registered 9% Senior Subordinated Notes due
2012 (the "New Notes") and the related guarantees (the "Subsidiary Guarantees")
of certain subsidiaries of the Company listed on Annex A to this opinion (the
"Subsidiary Guarantors"). The New Notes will be offered in exchange for any and
all of the Company's outstanding unregistered 9% Senior Subordinated Notes due
2009 (the "Old Notes"). The Old Notes were issued, and the New Notes will be
issued, under an Indenture, dated as of March 27, 2002 (the "Indenture"), among
the Company, the Subsidiary Guarantors and State Street Bank and Trust Company,
as trustee (the "Trustee").
In rendering the opinions set forth below, we have examined and relied
upon such documents, corporate records, certificates of public officials and
certificates as to factual matters executed by officers of the Company and the
Subsidiary Guarantors as we have deemed necessary or appropriate. We have
assumed the authenticity, accuracy and completeness of all documents, records
and certificates submitted to us as originals, the conformity to the originals
of all documents, records and certificates submitted to us as copies and the
authenticity, accuracy and completeness of the originals of all documents,
records and certificates submitted to us as copies. We have also assumed the
legal capacity and genuineness of the signatures of persons signing all
documents in connection with the opinions set forth below.
Based upon the foregoing, and in reliance thereon, and subject to the
assumptions, limitations, qualifications and exceptions set forth below, we are
of the opinion that:
Mayer, Brown, Rowe & Maw is a U.S. General Partnership. We Operate in
Combination with our Associated English Partnership in the
Offices Listed Below.
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington
INDEPENDENT MEXICO CITY CORRESPONDENT: Jauregui, Navarrete, Nader y Rojas, S.C.
CHDB02 4732926.1 040802 0909C 99525693
MAYER, BROWN, ROWE & MAW
, 2002
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Page 2
1. Assuming the Registration Statement (including any amendments
thereto) shall become effective under the Securities Act and the execution and
delivery of the New Notes have been duly authorized by all necessary action on
the part of the Company, when executed and authenticated by the Trustee in
accordance with their terms and the terms of the Indenture and delivered in
exchange for the Old Notes pursuant to the Indenture and the Exchange Offer, the
New Notes will be legally issued and valid and binding obligations of the
Company enforceable in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to
or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and by general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief regardless of whether considered in a proceeding in equity or at law.
2. Assuming the Registration Statement (including any amendments
thereto) shall become effective under the Securities Act and the execution and
delivery of the Subsidiary Guarantees has been duly authorized by all necessary
corporate action on the part of the Subsidiary Guarantors, when executed and
authenticated by the Trustee in accordance with its terms and the terms of the
Indenture, and delivered pursuant to the Indenture and the Exchange Offer, the
Subsidiary Guarantees will be the legally issued and valid and binding
obligation of the Subsidiary Guarantors enforceable in accordance with their
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws relating to or affecting creditors' rights generally
(including, without limitation, fraudulent conveyance laws) and by general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief regardless of whether considered in a
proceeding in equity or at law.
Our opinion as to enforceability of the New Notes and the Subsidiary
Guarantees is subject to the qualification that certain provisions thereof may
be unenforceable in whole or in part under the laws of the State of Delaware and
New York, as applicable, but the inclusion of any such provision will not affect
the validity of the New Notes or the Subsidiary Guarantees and each of them
contain legally adequate provisions for the realization of the principal legal
rights and benefits afforded thereby. We express no opinion concerning federal
or state securities laws.
We are qualified to practice law in the State of Illinois and we do not
purport to be experts on the law of any other jurisdiction other than the
federal laws of the United States of America. In rendering our opinions with
respect to the New Notes and the Subsidiary Guarantees, we have assumed with
your permission, and without independent investigation, that the applicable laws
of the State of New York are identical in all relevant respects to the
substantive laws of the State of Illinois. We express no opinion and make no
representation with respect to the law of any other jurisdiction.
CHDB02 4732926.1 040802 0909C 99525693
MAYER, BROWN, ROWE & MAW
, 2002
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This opinion is for your benefit and it may not be reprinted, reproduced
or distributed to any other person for any purpose without our prior written
consent, except that we hereby consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus which is filed as part of the
Registration Statement, and to the filing of this opinion as an exhibit to such
Registration Statement. In giving this consent, we do not admit that we are
experts within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the Securities
Act.
Our opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matters
relating to the Company, the Subsidiary Guarantors or any other person, or any
other document or agreement involved with the transactions contemplated by the
Exchange Offer. We assume no obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinions expressed herein.
Very truly yours,
Mayer, Brown, Rowe & Maw
PWT/mrm
ANNEX A
SUBSIDIARY GUARANTORS
CSNO, L.L.C., a Louisiana limited liability company
Gemini, Inc., a Nevada corporation
Grand Palais Riverboat, Inc., a Louisiana corporation
IOC-Boonville, Inc., a Nevada corporation
IOC-Coahoma, Inc., a Mississippi corporation
IOC-Davenport, Inc., an Iowa corporation
IOC-Kansas City, Inc., a Missouri corporation
IOC Holdings, LLC, a Louisiana limited liability company
IOC-Lula, Inc., a Mississippi corporation
IOC-Natchez, Inc., a Mississippi corporation
Isle of Capri Bettendorf, LC, an Iowa limited liability company
Isle of Capri Casino-Tunica, Inc., a Mississippi corporation
Isle of Capri Casino Colorado, Inc., a Colorado corporation
Isle of Capri Marquette, Inc., an Iowa corporation
LL Holding Corporation, a Nevada corporation
Louisiana Riverboat Gaming Partnership, a Louisiana partnership
LRGP Holdings, L.L.C., a Louisiana limited liability company
PPI, Inc., a Florida corporation
Riverboat Corporation of Mississippi, a Mississippi corporation
Riverboat Corporation of Mississippi-Vicksburg, a Mississippi corporation
Riverboat Services, Inc., an Iowa corporation
St. Charles Gaming Company, Inc., a Louisiana corporation