Exhibit 5.2
Opinion of Louisiana Counsel
Law Office of
BRETT A. SULZER
Attorney & Counselor at Law
Telephone: (225) 336-9600 P.O. Box 4852
Facsimile: (225) 709-1554 Baton Rouge, Louisiana 70821
September 18, 2002
Jacobs Entertainment, Inc. VIA FEDERAL EXPRESS
240 Main Street
Black Hawk, Colorado 80422
Re: Registration Statement on Form S-4 with respect to $125,000,000
aggregate principal amount 11 7/8% Senior Secured Notes due
2009 of Jacobs Entertainment, Inc.
Ladies and Gentlemen:
I have acted as Louisiana counsel to Jacobs Entertainment, Inc., a
Delaware corporation (the "Issuer"), and the entities listed on Exhibit A
attached hereto, each of which is a wholly owned subsidiary of the Issuer
(collectively the "Guarantors"), in connection with (i) the offer to exchange
(the "Exchange Offer") up to $125,000,000 aggregate principal amount of the
Issuer's 11 7/8% Senior Secured Notes due 2009 (the "New Notes") for its
$125,000,000 aggregate principal amount 11 7/8% Senior Secured Notes due 2009
(the "Old Notes") that are presently outstanding and (ii) the preparation of the
registration statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission by the Issuer and the Guarantors, as well as
other wholly owned subsidiaries of the Issuer, for the purpose of registering
the New Notes and certain guarantees under the Securities Act of 1933, as
amended (the "Act"). The Old Notes have been, and the New Notes will be, issued
pursuant to an Indenture, dated as of February 8, 2002 (as amended the
"Indenture"), among the Issuer, the Guarantors and Wells Fargo Bank Minnesota,
National Association, as Trustee. The New Notes will have the benefit of the
guarantees of the Guarantors ("Guarantees") provided for in the Indenture.
In connection with the foregoing, I have examined such records of
the Issuer and the Guarantors and such other documents as I deem necessary to
render this opinion. Based on such examination, and assuming that the New Notes
and related security documents are governed by the law of the State of Louisiana
for the purpose of rendering the opinions set forth herein, I am of the opinion
that:
(a) when the New Notes, substantially in the form as set forth in an
exhibit to the Indenture filed as Exhibit 4.2 to the Registration Statement,
have been duly executed by the Issuer and authenticated by the Trustee in
accordance with the Indenture and duly delivered in exchange for the Old Notes
in accordance with the Exchange Offer in the manner described in the
Registration Statement, the New Notes will be valid and binding
obligations of the Issuer and will be entitled to the benefits of the Indenture;
Jacobs Entertainment, Inc.
August 9, 2002
Page -2-
and
(b) when the New Notes have been duly executed by the Issuer and
authenticated by the Trustee in accordance with the Indenture and duly delivered
in exchange for the Old Notes in accordance with the Exchange Offer in the
manner described in the Registration Statement, the Guaranty of each of the
Guarantors will be the valid and binding obligation of each of the Guarantors,
respectively.
It is further understood that the rights of the secured parties and the
enforceability of the security documents may be subject to the limitations
imposed by the laws applicable to bankruptcy, insolvency and other laws
affecting the enforcement of creditors rights generally and further, may be
subject to the exercise of judicial discretion in accordance with general
principles of equity and other applicable law limiting the availability of
self-help and the remedy of specific performance, and to the further
qualification that certain of the remedial provisions therein are or may be
limited or unenforceable in whole or in part under applicable law, although, in
our opinion, such possible limitations do not make the remedies and procedures
which would be available under the security documents and applicable law
inadequate for the realization of the substantive benefits intended to be
available to the secured parties.
I express no opinions herein as to the priority of any of the liens,
security interests, assignments or pledges granted or created by the security
documents or as to any of the Issuer's or Guarantors' rights or interest in or
to any of the collateral which is the subject of such liens or security
interests.
I am qualified to practice law in the State of Louisiana only, and I do
not express any opinion herein concerning any laws other than the law of the
State of Louisiana and the Federal law of the United States of America
applicable to these opinions.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and the reference to us under the caption "Legal Matters"
in the prospectus that is a part of the Registration Statement.
Sincerely yours,
/s/ Brett A. Sulzer
-------------------------
Brett A. Sulzer
BAS/jb
cc: Mr. Jeffrey P. Jacobs (via U.S. Mail)
Mr. Stanley R. Gorom, II, Esq. (via U.S. Mail)
Mr. Emmanuel Cotronakis, Esq. (Via U.S. Mail)
EXHIBIT A
Jalou II, Inc., a Louisiana corporation
Winner's Choice Casino, Inc., a Louisiana corporation
Jalou L.L.C., a Louisiana limited liability company
Houma Truck Plaza & Casino, L.L.C., a Louisiana limited liability company
Jalou-Cash's L.L.C., a Louisiana limited liability company
JACE, Inc., a Louisiana corporation
Lucky Magnolia Truck Stop and Casino L.L.C., a Louisiana limited liability
company
Bayou Vista Truck Plaza and Casino, L.L.C., a Louisiana limited liability
company
Raceland Truck Plaza and Casino, L.L.C., a Louisiana limited liability
company