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EXHIBIT 5.1
SMITH, GAMBRELL & RUSSELL
A PARTNERSHIP OF PROFESSIONAL CORPORATIONS AND INDIVIDUALS
ATTORNEYS AT LAW
(404) 264-2620 ATLANTA FINANCIAL CENTER MIDTOWN OFFICE
SUITE 3100, PROMENADE II
TELECOPIER (404) 264-2652 SUITE 1800 1230 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-3592
3343 PEACHTREE ROAD, N.E. (404) 815-3500
TELECOPIER (404) 815-3509
ATLANTA, GEORGIA 30326-1010
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ESTABLISHED 1893
May 18, 1995
Board of Directors
Crown Casino Corporation
2415 West Northwest Highway, Suite 103
Dallas, Texas 75220
RE: Crown Casino Corporation
Registration Statement on Form S-3
105,000 Shares of Common Stock
Gentlemen:
We have acted as counsel for Crown Casino Corporation (the "Company")
in connection with the proposed public offering by certain shareholders of the
Company of the shares of the Company's $.01 par value Common Stock (the "Common
Stock") covered by the above-described Registration Statement.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, as amended,
certified by the Secretary of State of the State of Texas;
(2) The By-Laws of the Company, certified as complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company,
issued by the Comptroller's Office of the State of Texas; and
(5) The Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Registration Statement").
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Board of Directors
Crown Casino Corporation
May 18, 1995
Page Two
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion
that:
(A) The Company has been duly incorporated under the laws of the
State of Texas and is validly existing and in good standing
under the laws of that state.
(B) The 105,000 shares of Common Stock covered by the Registration
Statement to be sold by the selling shareholders referenced
therein have been legally authorized by the Company and when
sold in accordance with the terms described in said
Registration Statement, will be validly issued, fully paid and
nonassessable.
We 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 Prospectus. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL
/s/ Helen T. Ferraro
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Helen T. Ferraro
HTF/dkaw