Exhibit 5.1
MAYER, BROWN & PLATT
190 South LaSalle Street
Chicago, Illinois 60603-3441
______________, 1999
Isle of Capri Casinos, Inc.
711 Washington Loop
Biloxi, Mississippi 39530
Re: Registration Statement on Form S-4 Relating to
8 3/4% Senior Subordinated Notes Due 2009, Series B
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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, of a registration statement on Form S-4 (the "Registration Statement")
relating to the Company's 8 3/4% Senior Subordinated Notes due 2009, Series B
(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 8 3/4% Senior Subordinated Notes due 2009,
Series A (the "Old Notes"). The Old Notes were issued, and the New Notes will
be issued, under an Indenture, dated as of April 23, 1999 (the "Indenture"),
among the Company, the Subsidiary Guarantors and State Street Bank and Trust
Company, as 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, we are of the opinion that:
1. The New Notes have been duly authorized for issuance by the Company and,
upon the due execution, authentication, issuance and delivery thereof in
accordance with the terms of the Indenture, the New Notes will constitute
valid and legally binding obligations of the Company, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforceability of creditors' rights generally and to court decisions
with respect thereto and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).
2. The Subsidiary Guarantees have been duly authorized for issuance by the
Subsidiary Guarantors and constitute valid and legally binding obligations
of the Subsidiary Guarantors, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforceability of
creditors' rights generally and to court decisions with respect thereto and
to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Registration Statement.
Very truly yours,
Mayer, Brown & Platt
PWT/dmm
ANNEX A
SUBSIDIARY GUARANTORS
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CSNO, Inc., a Louisiana corporation
Grand Palais Riverboat, Inc., a Louisiana corporation
IOC-Coahoma, Inc., a Mississippi corporation
Isle of Capri Casino-Tunica, Inc., a Mississippi corporation
Isle of Capri Casino Colorado, Inc., a Colorado corporation
Isle of Capri Hotels-Bossier City, L.L.C., a Louisiana limited liability company
Louisiana Riverboat Gaming Partnership, a Louisiana partnership
LRG Hotels, L.L.C., a Louisiana limited liability company
LRGP Holdings, Inc., a Louisiana corporation
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