(212) 373-3000
(212) 757-3990
March 27, 1998
Las Vegas Sands, Inc.
Venetian Casino Resort, LLC
Lido Intermediate Holding Company, LLC
Mall Intermediate Holding Company, LLC
Grand Canal Shops Mall Construction, LLC
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Registration Statement on Form S-4 (File No. 333-42147)
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Ladies and Gentlemen:
In connection with the referenced Registration Statement on
Form S-4 (the "Registration Statement") filed by Las Vegas Sands, Inc., a Nevada
corporation ("LVSI"), Venetian Casino Resort, LLC, a Nevada limited liability
company ("Venetian" and, together with LVSI, the "Issuers"), Lido Intermediate
Holding Company, LLC, a Delaware limited liability company ("Phase II
Intermediate Holdings"), Mall Intermediate Holding Company, LLC, a Delaware
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limited liability company ("Mall Intermediate Holdings"), and Grand Canal Shops
Mall Construction, LLC, a Delaware limited liability company (the "Mall
Construction Subsidiary" and, together with Phase II Intermediate Holdings and
Mall Intermediate Holdings, the "Guarantors"), with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations under the Act, we have been requested to
render our opinion as to the legality of the securities being registered. The
Registration Statement relates to the registration under the Act of the Issuers'
12 1/4% Mortgage Notes due 2004 (the "New Mortgage Notes") and 14 1/4% Senior
Subordinated Notes due 2005 (the "New Senior Subordinated Notes" and, together
with the New Mortgage Notes, the "New Notes") and the guarantees of each of the
New Notes by the Guarantors (the "Guarantees"). The New Notes are to be offered
in exchange for the Issuers' outstanding 12 1/4% Mortgage Notes due 2004 (the
"Existing Mortgage Notes") and 14 1/4% Senior Subordinated Notes due 2005 (the
"Existing Senior Subordinated Notes" and, together with the Existing Mortgage
Notes, the "Existing Notes"). The New Mortgage Notes will be issued by the
Issuers under the terms of the Indenture (the "Mortgage Notes Indenture"), dated
as of November 14, 1997, among LVSI and Venetian, as issuers, the Guarantors, as
Mortgage Note guarantors, and First Trust National Association, as Mortgage Note
trustee (the "Mortgage Note Trustee"), and the New Senior Subordinated Notes
will be issued by the Issuers under the terms of the Indenture (the "Senior
Subordinated Notes Indenture" and, together with the Mortgage Notes Indenture,
the "Indentures"), dated as of November 14, 1997, among LVSI and Venetian, as
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issuers, the Guarantors, as Senior Subordinated Note Guarantors, and First Union
National Bank, as Senior Subordinated Note trustee (the "Senior Subordinated
Note Trustee" and, together with the Mortgage Note Trustee, the "Trustees").
Capitalized terms used and not otherwise defined in this letter have the
respective meanings given them in the Registration Statement.
In connection with this opinion, we have examined originals,
conformed copies or photocopies, certified or otherwise identified to our
satisfaction, of the following documents (collectively, the "Documents"):
(i) the Registration Statement (including its exhibits);
(ii) the Mortgage Notes Indenture included as Exhibit 4.1 to the
Registration Statement;
(iii) the Senior Subordinated Notes Indenture included as Exhibit
4.2 to the Registration Statement;
(iv) the proposed form of the New Mortgage Notes included as Exhibit
A-1 to the Mortgage Notes Indenture (including the Guarantees set forth in
them);
(v) the proposed form of the New Senior Subordinated Notes included
as Exhibit A-1 to the Senior Subordinated Notes Indenture (including the
Guarantees set forth in them); and
(vi) the Registration Rights Agreement, dated as of November 14,
1997, among the Issuers, the Guarantors, Goldman, Sachs & Co. and Bear, Stearns
& Co., Inc. (the "Registration Rights Agreement").
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In addition, we have examined: (i) those limited liability company records of
each of the Guarantors as we have considered appropriate, including the
operating agreements of each of the Guarantors, each dated as of November 14,
1997 and each certified as in effect on the date hereof; and (ii) those other
certificates, agreements and documents as we deemed relevant and necessary as a
basis for the opinions expressed below.
In our examination of the documents and in rendering the opinions
set forth below, we have assumed, without independent investigation, (i) the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as certified, photostatic, reproduced or conformed copies of
validly existing agreements or other documents, the authenticity of all the
latter documents and the legal capacity of all individuals who have executed any
of the documents which we examined, (ii) that LVSI, as managing member of
Venetian, and Venetian, as the sole member of each Guarantor, have taken all
necessary corporate or limited liability company action, on the part of LVSI and
Venetian, to authorize the Documents and the transactions provided for in them
and to which any Guarantor is a party and that each Document has been duly
authorized, executed and delivered by LVSI and Venetian, (iii) that the
execution and delivery by the Issuers of each Document to which they are a party
and the consummation by each party of the transactions contemplated thereby do
not violate or result in a breach of or default under the party's certificate or
articles of incorporation, by-laws, operating agreements or other organizational
documents, as the case may be, or any applicable
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Nevada state or local law or regulation or any laws relating to gaming that are
applicable to the Issuers, (iv) that the New Notes will be issued as described
in the Registration Statement, (v) that the Indentures were duly authorized,
executed and delivered by the parties to them (other than the Guarantors), (vi)
that the Mortgage Notes Indenture represents a valid and binding obligation of
the Mortgage Note Trustee, (vii) that the Senior Subordinated Notes Indenture
represents a valid and binding obligation of the Senior Subordinated Note
Trustee, (viii) that the New Notes will be in substantially the forms attached
to the Indentures and that any information omitted from any such forms will be
properly added and (ix) that the New Notes will be duly authorized, executed and
delivered by the Issuers. With regard to assumptions (ii), (iii), (v) and (ix),
we refer you to the opinion of Lionel, Sawyer & Collins, special counsel to the
Issuers, filed as Exhibit 5.2 to the Registration Statement. We have relied upon
the factual matters contained in the representations and warranties of the
Issuers and the Guarantors made in the Documents and upon certificates of
public officials and officers of the Issuers and the Guarantors.
Based on the foregoing, and subject to the assumptions, exceptions
and qualifications set forth in this letter, we are of the opinion that:
1. The Mortgage Notes Indenture represents a legal, valid and
binding obligation of each of the Issuers and the Guarantors enforceable against
each Issuer and Guarantor in accordance with its terms.
2. The Senior Subordinated Notes Indenture represents a legal,
valid and binding obligation of each of the Issuers and the Guarantors
enforceable against each Issuer and Guarantor in accordance with its terms.
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3. When duly issued, authenticated and delivered in accordance
with the terms of the Mortgage Notes Indenture and the Registration Rights
Agreement, the New Mortgage Notes will be legal, valid and binding obligations
of each of the Issuers enforceable against each Issuer in accordance with
their terms.
4. When duly issued, authenticated and delivered in accordance
with the terms of the Senior Subordinated Notes Indenture and the Registration
Rights Agreement, the New Senior Subordinated Notes will be legal, valid and
binding obligations of each of the Issuers enforceable against each Issuer
in accordance with their terms.
5. When duly issued, authenticated and delivered in accordance
with the terms of the Mortgage Notes Indenture and the Registration Rights
Agreement, the Guarantees to be endorsed on the New Mortgage Notes will be
legal, valid and binding obligations of each of the Guarantors enforceable
against each Guarantor in accordance with their terms.
6. When duly issued, authenticated and delivered in accordance
with the terms of the Senior Subordinated Notes Indenture and the Registration
Rights Agreement, the Guarantees to be endorsed on the New Senior Subordinated
Notes will be legal, valid and binding obligations of each of the Guarantors
enforceable against each Guarantor in accordance with their terms.
The foregoing opinions are subject to the following assumptions and
qualifications:
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(a) the enforceability of the Indentures, the New Notes and the
Guarantees may be (i) subject to bankruptcy, insolvency, fraudulent conveyance
or transfer, reorganization, moratorium and other similar laws affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforcement is considered in a proceeding at law or in equity),
including principles of commercial reasonableness or conscionability and an
implied covenant of good faith and fair dealing.
(b) We express no opinion as to: (i) the enforceability of
any provisions contained in the Indentures that purport to establish (or may be
construed to establish) evidentiary standards; (ii) the enforceability of any
provisions contained in the Indentures that constitute waivers which are
prohibited or ineffective under Article 9 of the Uniform Commercial Code as
currently in effect in the State of New York; or (iii) any provision (remedial
or otherwise) of any Documents that is stated to be governed by any law other
than the laws of the State of New York (including without limitation the
provisions of the Notes and the Indentures which are stated to be governed by
the law of the State of Nevada).
Our opinion is limited to matters of New York law and Delaware
limited liability company law. In particular, we express no opinion as to (i)
the laws of the State of Nevada and (ii) any gaming or other laws relating
specifically to the particular business to be conducted by the Issuers and the
Guarantors. Our opinion is rendered only with respect to the laws, and the
rules, regulations and orders under them, which are currently in effect.
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We hereby consent to the use of our name in the Registration
Statement and in the prospectus contained in the Registration Statement as it
appears in the caption "Validity of the Notes" and to the use of this opinion as
an exhibit to the Registration Statement. In giving this consent, we do not
admit that we come within the category of persons whose consent is required by
the Act or by the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON