Exhibit 5.2
October 4, 2002
Jacobs Entertainment, Inc. VIA FACSIMILE (216) 696-0740
240 Main Street AND E-MAIL
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 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
Jacobs Entertainment, Inc.
October 4, 2002
Page -2-
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;
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 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, III, Esq. (via U.S. Mail)
Jacobs Entertainment, Inc.
October 4, 2002
Page -3-
EXHIBIT A
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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