Exhibit 5.1
(LETTERHEAD OF CAHILL GORDON & REINDEL)
January 18, 2002
VAIL RESORTS, INC.
137 Benchmark Road
Avon, Colorado 81620
Re: 8 3/4% Senior Subordinated Notes due 2009 of Vail
Resorts, Inc. and related Guarantees
Ladies and Gentlemen:
We have acted as counsel for Vail Resorts, Inc. (the "Company"), GHTV,
Inc., Gillett Broadcasting, Inc., Rockresorts LLC, Rockresorts Casa Madrona,
LLC, Rockresorts Cheeca, LLC, Rockresorts International, LLC, Rockresorts
LaPosada, LLC, Rockresorts Rosario, LLC, and VA Rancho Mirage Resort, L.P.
(collectively, the "Delaware Guarantors" and, together with Company, the
"Delaware Issuers") in connection with the Registration Statement on Form S-4
(the "Registration Statement") filed by the Company, the Delaware Guarantors and
the other subsidiaries of the Company named therein as guarantors (the
"Additional Guarantors" and together with the Delaware Guarantors, the
"Guarantors") with the Securities and Exchange Commission (the "Commission") for
registration under the Securities Act of 1933, as amended (the "Act"), of (i)
$160,000,000 aggregate principal amount of 8 3/4% Senior Subordinated Notes due
2009 of the Company (the "Exchange Notes") and (ii) the unconditional guarantee
of the Exchange Notes (the "Guarantees," and together with the Exchange Notes,
the "Securities") by each of the Guarantors. The Securities will be issued
pursuant to an indenture dated as of November 21, 2001 (as supplemented by the
First Supplemental Indenture dated as of January 16, 2002, the "Indenture"),
among the Company, the Guarantors and The Bank of New York, as trustee, in
connection with the exchange offer set forth in the Registration Statement (the
"Exchange Offer") pursuant to which the Securi-
ties will be issued for a like principal amount of the Company's
outstanding 8 3/4% Senior Subordinated Notes due 2009. Capitalized terms
used and not otherwise defined herein shall have the meanings ascribed to
such terms in the Registration Statement.
In connection therewith, we have examined, among other things, originals or
copies, certified or otherwise identified to our satisfaction, of the
Certificates of Incorporation of the Delaware Issuers, resolutions of the Boards
of Directors of the Delaware Issuers with respect to the filing of the
Registration Statement and such other documents as we have deemed necessary or
appropriate for the purpose of rendering this opinion.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostatic or other copies. As to matters of fact, we have
relied upon representations of officers of the Delaware Issuers.
Based upon the foregoing, and subject to the qualifications stated herein,
it is our opinion that:
1. The Exchange Notes have been duly authorized by all necessary corporate
action on the part of the Company and, when executed and delivered in accordance
with the provisions of the Indenture and the Exchange Offer (assuming due
authorization, execution and delivery of the Indenture by the Trustee and due
authentication and delivery of the Exchange Notes by the Trustee in accordance
with the Indenture), will be entitled to the benefits of the Indenture and will
be legal, valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, (x) subject to (A) applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws now or hereafter in effect affecting creditors' rights and
remedies generally and (B) general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity) and (y) except that
the waiver contained in Section 4.07 of the Indenture may be deemed
unenforceable.
2 The guarantees of the Exchange Notes have been duly, authorized by each
of the Delaware Guarantors and, when issued and delivered by such Delaware
Guarantors and upon the due authentication and issuance of the Exchange Notes in
accordance with the Indenture and the Exchange Offer (assuming due
authorization, execution and delivery of the Indenture by the Trustee and due
authentication and delivery of the Exchange Notes by the Trustee in accordance
with the Indenture), will be legal, valid and binding obligations of the
Delaware Guarantors, enforceable against each of the Delaware Guarantors in
accordance with their terms, (x) subject to (A) applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws now or hereafter in effect affecting creditors' rights and remedies
generally and (B) general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is
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sought in a proceeding at law or in equity) and (y) except that the waiver
contained in Section 4.07 of the Indenture may be deemed unenforceable.
We are attorneys admitted to practice in the State of New York. We express
no opinion concerning the laws of any jurisdiction other than the laws of the
State of New York, the Delaware General Corporation Law and the Federal laws of
the United States of America.
We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters," and to the inclusion of this
opinion as an exhibit to the Registration Statement. Our consent to such
reference does not constitute a consent pursuant to Section 7(a) of the
Securities Act and in consenting to such reference we have not certified any
part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under Section 7(a) or under the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
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Cahill Gordon & Reindel
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