EXHIBIT 5.3


                                January 29, 2002


Majestic Investor Holdings, LLC
Majestic Investor Capital Corp.
One Buffington Harbor Drive
Gary, Indiana 46406-3000

         Re:  Registration Statement for $152,632,000 Aggregate Principal Amount
              of 11.563% Senior Secured Notes due 2007 and Related Guarantees

Ladies and Gentlemen:

         We have acted as Mississippi counsel for Majestic Investor Holdings,
LLC, a Delaware limited liability company (the "Company"), Majestic Investor
Capital Corp., a Delaware corporation ("Capital", and together with the Company,
the "Issuers"), and the Company's subsidiary, Barden Mississippi Gaming, LLC, a
Mississippi limited liability company (the "Mississippi Guarantor") in
connection with the Registration Statement on Form S-4 (together, with all
exhibits attached thereto, the "Registration Statement") under the Securities
Act of 1933, as amended (the "Act"), for the registration of $152,632,000
aggregate principal amount of 11.653% Senior Secured Notes due 2007, Series B
(the "Exchange Notes") by the Issuers, and the registration of the guarantees of
the Exchange Notes (the "Guarantee") issued by the Mississippi Guarantor, in
connection with the exchange offer (the "Exchange Offer") of $152,632,000
aggregate principal amount of the Company's previously issued 11.653% Senior
Secured Notes Due 2007, Series A (the "Old Notes") for the Exchange Notes. The
Exchange Notes and the Guarantee will be issued pursuant to the terms and
conditions of, and in the forms set forth in, an indenture (the "Indenture")
dated as of the Closing Date among the Issuers, as issuers, the Guarantors named
therein, and The Bank of New York, as Trustee, a copy of which was filed as an
exhibit to the Registration Statement. The Exchange Notes and the Guarantee are
referred to collectively hereinafter as the "Securities." Capitalized terms used
herein without definition shall have the meanings assigned thereto in the
Indenture.

         In connection with this opinion, we have examined originals or copies
of (i) the Indenture, the Securities and the Registration Statement
(collectively, the "Documents"), (ii) resolutions adopted by the Mississippi
Guarantor relating to the Indenture and the Securities to be issued thereunder,
and (iii) such other documents as we have deemed relevant for purposes of this
opinion. In addition, we have examined such records, documents, certificates of
public officials and of the Company and the Mississippi Guarantor, made such
inquiries of officials of the Company and the Mississippi Guarantor, and
considered such questions of law as we have




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Majestic Investor Capital Corp.
January 29, 2002
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deemed necessary for the purpose of rendering the opinions set forth herein. We
have made no independent investigation as to whether the foregoing certificates
are accurate or complete, but we have no knowledge of any such inaccuracy or
incompleteness.

         As to various facts material to the opinions set forth herein, we have
relied upon the representations and statements made in the Documents and such
certificates, correspondence and oral conversations with public officials, which
facts (other than legal conclusions) we have not independently verified. We have
made such investigations of law as we have deemed necessary in order to render
the opinions hereinafter set forth. We have also made such inquiries and had
such conversations with public officials and others, as we have deemed relevant
and necessary as a basis for such opinions.

         In rendering this opinion we have assumed, without having made any
independent investigation of the facts, except with respect to matters of state
law on which we have opined below, the following:

                  (i) the genuineness of all signatures, the legal capacity of
                  natural persons executing any document on behalf of any party,
                  the authenticity of all documents submitted to us as
                  originals, the conformity with originals of all documents
                  submitted to us as copies and that there are no oral or
                  written agreements or understandings that would in any manner
                  vary the terms and provisions of the documents that we have
                  examined or which would have an effect on the opinions
                  expressed herein; and

                  (ii) the correctness and accuracy through the date hereof of
                  all records reviewed, of all facts (other than legal
                  conclusions) set forth in any certificates of any officers of
                  the Mississippi Guarantor, the Issuers, Majestic Investor,
                  LLC, The Majestic Star Casino, LLC or Barden Development,
                  Inc., given in connection with the transactions (the
                  "Officers' Certificates"), and of the representations and
                  warranties set forth in the Documents, and we have not
                  undertaken any independent review or investigation to
                  determine the existence or absence of such factual matters.

         On the basis of such examination, our reliance upon the assumptions
contained herein and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion, we
are of the opinion that:

         The execution and delivery by the Mississippi Guarantor of, and the
performance by the Mississippi Guarantor of its obligations under, the Guarantee
to be endorsed on the Exchange Notes by the Mississippi Guarantor have been duly
authorized by the Mississippi Guarantor.

         The opinions expressed herein relate only to the laws of the State of
Mississippi and the



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January 29, 2002
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federal laws of the United States as applied in the State of Mississippi and we
do not opine on the law of any other jurisdiction. Our opinions are based upon
the applicable laws, regulations and ordinances in effect as of the date of this
letter. In delivering this letter to you, we are not undertaking to apprise you
either of any transactions, events or occurrences taking place after the date of
this letter of which we may acquire any knowledge or of any change in any
applicable laws taking place after the date of this letter which may affect our
opinions set forth herein.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm therein. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Acct or the rules and regulations promulgated
thereunder.

                                    Very truly yours,



                                    WATKINS LUDLAM WINTER & STENNIS, P.A.