Exhibit 5.1
[Letterhead of King & Spalding LLP]
June 20, 2006
Great Wolf Resorts, Inc.
GW Capital Trust II
c/o Great Wolf Resorts, Inc.
122 West Washington Avenue
Madison, Wisconsin 53703
Ladies and Gentlemen:
We have acted as counsel to Great Wolf Resorts, Inc., a Delaware
corporation (the "Company") and GW Capital Trust II, a Delaware statutory trust
(the "Trust"), in connection with the Registration Statement on Form S-1 (the
"Registration Statement") filed by the Company and the Trust with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the registration by the Company and the Trust
of (i) $57,500,000 in aggregate liquidation amount of trust preferred securities
of the Trust (the "Trust Preferred Securities"), (ii) Junior Subordinated
Debentures due 2036 of the Company (the "Junior Subordinated Debentures") and
(iii) guarantees of the Trust Preferred Securities (the "Guarantees").
In our capacity as such counsel, we have examined (1) the Registration
Statement, (2) the Certificate of Trust of the Trust, effective as of May 25,
2006 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on May 25, 2006, (3) a form of
Junior Subordinated Indenture (the "Indenture") to be entered into between the
Company and Wilmington Trust Company, as indenture trustee, (4) a form of Junior
Subordinated Debenture, and (5) a form of Trust Preferred Securities Guarantee
Agreement (the "Guarantee Agreement") to be entered into between the Company, as
guarantor, and Wilmington Trust Company, as guarantee trustee (the "Guarantee
Trustee"). Items (2) through (5) have been filed as exhibits to the Registration
Statement.
We have reviewed such matters of law and examined original, certified,
conformed or photographic copies of such other documents, records, agreements
and certificates as we have deemed necessary as a basis for the opinions
hereinafter expressed. In such review, we have assumed the genuineness of
signatures on all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us as certified, conformed or
photographic copies, and, as to certificates of public officials, we have
assumed the same to be accurate and to have been given properly. We have relied,
as to the matters set forth therein, on certificates and telegrams of public
officials and representatives of the Company.
We also have assumed that (i) at the time of the execution, authentication,
issuance and delivery of the Junior Subordinated Debentures, the Indenture will
have been duly executed and delivered by the Company and will be a valid and
binding obligation of the Indenture Trustee, and (ii) at the time of the
issuance of the Guarantees, the Guarantee Agreement will have been
GW Capital Trust II
Great Wolf Resorts, Inc.
June 20, 2006
Page 2
duly executed and delivered by the Company and will be a valid and binding
obligation of the Guarantee Trustee.
Based upon the foregoing, and subject to the assumptions, qualifications
and limitations set forth herein, we are of the opinion that:
1. Assuming (a) the taking of all necessary corporate action to approve
the issuance and terms of the Junior Subordinated Debentures, the
terms of the offering thereof and the related matters by the Board of
Directors of the Company, a duly constituted and acting committee of
such Board or duly authorized officers of the Company (such Board of
Directors, committee or authorized officers being hereinafter referred
to as the "Board") and (b) the due execution, authentication, issuance
and delivery of the Junior Subordinated Debentures, upon payment of
the consideration therefor provided for in the applicable definitive
underwriting agreement and otherwise in accordance with the provisions
of the Indenture and such agreement, the Junior Subordinated
Debentures will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms and entitled to the benefits of the Indenture.
2. Assuming (a) the taking of all necessary corporate action to approve
the issuance and terms of the Guarantees, the terms of the offering
thereof and related matters by the Board, (b) the due execution,
authentication, issuance and delivery of the Trust Preferred
Securities underlying such Guarantees, upon payment of the
consideration therefore provided in the applicable definitive
underwriting agreement and otherwise in accordance with the provisions
of the declaration of trust pursuant to which such Trust Preferred
Securities will be issued and such agreement and (c) the due issuance
of the Guarantees, the Guarantees will constitute valid and binding
obligations of the Company, enforceable against the Company and
entitled to the benefits of the Guarantee Agreement.
Our opinions set forth in paragraphs 1 and 2 above are subject to the
effect of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws of general applicability affecting the rights
and remedies of creditors and is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
We are members of the Bar of the State of New York, the State of Georgia
and the State of Texas. This opinion letter is limited in all respects to the
laws of the State of New York and the General Corporation Law of the State of
Delaware (including the statutory provisions, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting the
foregoing). This opinion is limited to the matters stated herein, and no opinion
is implied or may be inferred beyond the matters expressly stated herein.
GW Capital Trust II
Great Wolf Resorts, Inc.
June 20, 2006
Page 3
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement, to the reference to our firm under the caption
"Legal Matters" in the prospectus constituting part of the Registration
Statement and to the incorporation by reference of this opinion and consent as
exhibits to any registration statement filed in accordance with Rule 462(b)
under the Act relating to the offering described in the Registration Statement.
Very truly yours,
/s/ King & Spalding LLP