Exhibit 5.1
December 19, 2002
Chukchansi Economic Development Authority
46575 Road 417
Coarsegold, California 93614
Ladies and Gentlemen:
We are acting as general counsel to the Chukchansi Economic
Development Authority (the "Authority"), a wholly-owned unincorporated
enterprise of the Picayune Rancheria of Chukchansi Indians, a sovereign tribe
recognized by the United States pursuant to 25 C.F.R. Part 83 (the "Tribe"),
and the Tribe in connection with the Registration Statement on Form S-4, as
amended (the "Registration Statement"), filed with the Securities and Exchange
Commission relating to the proposed public offering of up to $153,000,000 in
aggregate principal amount of the Authority's Series B 14 1/2 % Senior Notes
due 2009 (the "Exchange Notes") in exchange for up to $153,000,000 in
aggregate principal amount of the Authority's outstanding Series A 14 1/2 %
Senior Notes due 2009 (the "Senior Notes" or "Notes"). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Items 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection
with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. An executed copy of the Indenture dated October 22, 2002 (the
"Original Indenture"), by and among the Authority, and U.S.
Bank, National Association, as Trustee (the "Trustee"),
including the form of Exchange Note to be issued pursuant
thereto, filed as Exhibit A to the Registration Statement.
3. The Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of the Trustee, dated December 16, 2002.
4. The Ordinance of the Picayune Rancheria Establishing the
Chukchansi Economic Development Authority (the "Authority
Ordinance") with amendments thereto, as certified by the
Secretary of the Tribe on the date thereof as being complete,
accurate and in effect.
5. Resolutions of the Board of Directors of the Authority and the
Tribe adopted by unanimous written consent, as certified by the
Secretary of the Authority on the date hereof as being
complete, accurate and in effect
which authorize (a) the preparation and use of the Offering
Memorandum and ratified the distribution of the Preliminary
Offering Memorandum; (b) the execution and delivery of the
Purchase Agreement, the Indenture, the Registration Rights
Agreement, the Cash Collateral and Disbursement Agreement, the
Cash Accumulation Account Contribution Agreement, the Letter of
Credit Drawdown Agreement, the Pledge and Security Agreement,
the Pledge and Security Agreement (Tribal UCC), the PIK Notes
Purchase Agreement, the Senior Subordinated PIK Notes
Indenture, the Subordinated PIK Notes Indenture, the
Intercreditor Agreement, the Construction Management Agreement,
the Management Fees Note, The Architect Agreement, the
Independent Construction Consultant's Agreement and the UCC
Financing Statements contemplated by the foregoing; (c) the
creation issuance and sale of the Notes, the Senior
Subordinated PIK Notes, Subordinated PIK Notes, the Manager
Repayment Note and the Letter of Credit Note; (d) the
qualification, if necessary, of the Notes and the Senior
Subordinated PIK Notes under the state blue sky laws; (e) the
application by or on behalf of the Authority for the
designation of the Notes for trading on PORTAL; and (f) all
other action necessary in connection with the offering of the
Notes, the Senior Subordinated PIK Notes and the Subordinated
PIK Notes.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as facsimile, electronic, certified or photo static
copies, and the authenticity of the originals of such copies. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Tribe and the Authority, had the power, corporate or otherwise,
to enter into and perform all obligations thereunder and have also assumed the
due authorization by all requisite action, corporate or otherwise by such
parties (other than the Authority and the Tribe), the execution and delivery
by such parties of such documents (other than the Authority and the Tribe),
and the validity and binding effect thereof on such parties (other than the
Authority and the Tribe). We have also assumed the due filing of a UCC-1
Financing Statement in the form attached hereto as Exhibit A (the "Financing
Statement") with the California Secretary of State for the purposes of this
opinion.
In rendering the opinions set forth herein, we have examined and
relied on originals or copies of such records of the Tribe and the Authority
and such agreements, certificates and receipts of public officials,
certificates of officers or other representatives of the Tribe and the
Authority and others, and such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
Whenever our opinion herein with respect to the existence or absence
of facts is indicated to be based on our knowledge or awareness, it is
intended to signify that during the course of our representation of the Tribe
and the Authority no information has come to our attention that would give us
actual knowledge of the existence or absence of such
facts. However, except to the extent set forth herein, we have not undertaken
any independent investigation to determine the existence or absence of such
facts.
This opinion letter is based as to matters of law solely on
applicable provisions of Indian Law. As used herein "Indian Law" means (A) all
federal, or California constitutions, statutes, regulations, judicial or
administrative decisions or actions specifically applying to or interpreting
or regulating matters specifically related to Indians, or Indian tribes
because of their unique status of Indians or Indian tribes (including the
promulgated rules and regulations of the National Indian Gaming Commission,
the California Gambling Control Commission, and the Division of Gambling
Control for the California Attorney General's Office); (B) the Tribal-State
Gaming Compact between the Tribe and the State of California dated September
10, 1999, as amended (the "Compact"); (C) the laws of the Tribe, including any
custom or tradition, the Constitution (as defined below) and all statutes,
ordinances, resolutions, promulgated regulations, and formal rulings of the
Tribe or any branch, division, agency, instrumentality, commission, board,
enterprise or entity controlled by the Tribe having the force of law ("Tribal
Laws"); and (D) with respect to the validity of the Notes, the laws of the
State of California (but not including any law, regulations, or ordinances of
any county, municipality, or other local government agency). We express no
opinion herein as to any other laws, statutes, ordinances rules or
regulations.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, following the effectiveness of the Registration Statement and
receipt by the Authority of the Senior Notes in exchange for the Exchange
Notes, and (ii) assuming due execution, authentication, issuance and delivery
of the Exchange Notes as provided in the Indenture, the Exchange Notes will
constitute valid and binding obligations of the Authority, enforceable against
the Authority and in accordance with their terms.
To the extent that the obligations of the Authority and the
Guarantors under the Indenture may be dependent upon such matters, we assume
for purposes of this opinion that the Trustee is duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes the valid and binding
obligation of the Trustee enforceable against the Trustee in accordance with
its terms; that the Trustee is in compliance, with respect to acting as a
trustee under the Indenture, with all applicable laws and regulations; and
that the Trustee has the requisite organizational and legal power and
authority to perform its obligations under the Indenture.
The opinions expressed herein relating to the enforceability of the
Exchange Notes may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights (including, without
limitation, the effect of statutory and other laws regarding fraudulent
conveyances, fraudulent transfers and preferential transfers) and may be
limited by the exercise of judicial discretion and the application of
principles of equity including, without limitation, requirements of good
faith, fair dealing, conscionability and materiality (regardless of whether
enforcement is considered in a
proceeding in equity or at law). Such opinions shall be understood to mean
only that if there is a default in performance of an obligation (i) if a
failure to pay or other damage can be shown, and (ii) if the defaulting party
can be brought into a court which will hear the case and apply the governing
law then, subject to the availability of defenses and to the exceptions set
forth in the paragraph above, the court will provide a money damages (or
perhaps injunctive or specific performance) remedy.
This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Sincerely yours,
MONTEAU & PEEBLES, LLP