Exhibit 5.2
February 15, 2003
Chukchansi Economic Development Authority
46575 Road 417
Coarsegold, California 93614
Re: Chukchansi Economic Development Authority
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Cascade Entertainment Group,
LLC, a California limited liability company (the "Manager"), in connection
with the public offering of up to $153,000,000 aggregate principal amount of
14 1/2% Senior Notes due 2009 (the "Exchange Notes") by the Chukchansi
Economic Development Authority (the "Authority"), a wholly-owned
unincorporated enterprise of the Picayune Rancheria of Chukchansi Indians (the
"Tribe," and together with the Authority, the "Chukchansi Parties"). The
Exchange Notes are to be issued pursuant to an exchange offer (the "Exchange
Offer") in exchange for a like principal amount of the issued and outstanding
14 1/2% Senior Notes due 2009 of the Authority (The "Original Notes") under
the Indenture, dated October 8, 2002 (the "Indenture"), between the Authority,
the Tribe and U.S. Bank, N.A., as trustee (the "Trustee"), as contemplated by
the Registration Rights Agreement, dated October 8, 2002 (the "Registration
Rights Agreement"), by and among the Tribe, the Authority, Dresdner Kleinwort
Wasserstein-Grantchester, Inc. and Banc of America Securities LLC. We have not
acted as counsel to the Chukchansi Parties, however, at the request of the
Manager, we are furnishing certain opinions with respect to those parties
herein.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
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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
photostatic copies, and the authenticity of the originals of such copies. In
making our examination of executed documents, we have assumed that the parties
thereto had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other by such parties and, the execution and
delivery by such parties of such documents and, except to the extent expressly
set forth in paragraphs 1 and 2 below, the validity and binding effect thereof
on such parties. We have also assumed that the Tribe is a federally recognized
Indian tribe and that the Authority has been duly organized and is validly
existing in good standing as an unincorporated enterprise of the Tribe under
the laws of the Tribe and laws generally applicable to Indian tribes and that
the Authority has complied with all aspects of applicable laws (except as
otherwise stated herein) in connection with the transactions contemplated by
the Exchange Notes, the Indenture and the Registration Rights Agreement. In
rendering the opinions expressed below we have also assumed, without
independent investigation or verification of any kind, that the choice of New
York law to govern the Exchange Notes, the Indenture and the Registration
Rights Agreement, which are stated therein to be governed thereby, is legal
and valid under the laws of other applicable jurisdictions and that the
performance of the obligations under the Exchange Notes, the Indenture and the
Registration Rights Agreement will not be illegal or ineffective in any
jurisdiction by virtue of any gaming law or regulation or any Indian Law. As
to any facts material to the opinions expressed herein that we did not
independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Authority and
others and of public officials.
In rendering the opinions set forth herein, we have examined and
relied on originals or copies of the following:
(a) the Registration Statement on Form S-4 relating tot he
Exchange Notes filed the Securities and Exchange Commission (the "Commission")
on December 24, 2002 under the Act (the "Registration Statement");
(b) the form of the Exchange Notes;
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(c) an executed copy of the Indenture;
(d) an executed copy of the Registration Rights Agreement; and
(e) the Form T-1 of the Trustee filed as an exhibit to the
Registration Statement.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Authority and such
agreements, certificates and receipts of public officials, certificates of
officers or other representatives of the Authority and others, and such other
documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below.
Our opinions set forth herein are limited to the laws of the State
of New York (the "Applicable Law") that are normally applicable to
transactions of the type contemplated by the Exchange Offer, and, to the
extent that judicial or regulatory orders or decrees or consents, approvals,
licenses, authorizations, validations, filings, recordings or registrations
with governmental authorities are relevant, to those required under such laws
(all of the foregoing, included the Applicable Law, being referred to as
"Opined on Law"). We do not express any opinion with respect to the law of any
jurisdiction other than Opined On Law or as the the effect of any such
non-opined-on law on the opinions herein stated.
The opinions set forth below are subject to the following
qualifications, further assumptions and limitations
(a) we do not express any opinion as to the effect on the opinions
expressed herein of (i) the compliance or noncompliance of any party to each
of the Exchange Notes, the Indenture and the Registration Rights Agreement
with any state, federal or other laws or regulations applicable to it or them
or (ii) the legal or regulatory status or the nature of the business of any
party;
(b) the validity or enforcement of any agreements or instruments
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or
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other similar laws affecting creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in equity
or at law);
(c) we do not express any opinion as to the applicability or
effect of any fraudulent transfer, preference or similar law on each of the
Exchange Notes, the Indenture and the Registration Rights Agreement or any
transactions contemplated thereby;
(d) we do not express any opinion as to the enforceability of any
rights to contribution or indemnification which may be violative of the public
policy underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation);
(e) we do not express any opinion with respect to the
enforceability of the Indenture or the Exchange Notes to the extent any of the
foregoing provide for interest in violation of the usury laws;
(f) we have assumed, that the execution and delivery by the
Authority and the Tribe of the Indenture and the performance of the Authority
under the Exchange Notes do no and will not violate, conflict with or
constitute a default under any agreement or instrument to which the Authority
or its properties are subject;
(f) we have assumed, without independent investigation or
verification of any kind, that the choice of New York law to govern the
Exchange Notes, the Indenture and the Registration Rights Agreement, which are
stated therein to be governed thereby, is legal and valid under the laws of
other applicable jurisdictions and that insofar as any obligation under any of
the Exchange Notes, the Indenture and the Registration Rights Agreement is to
be performed in any jurisdiction, its performance will not be illegal or
ineffective by virtue of the law of that jurisdiction;
(i) we have also assumed that neither the Chukchansi Parties'
sovereign immunity nor the preemptive effect, if any, of federal laws
pertaining to Native American tribes (including, without limitation, the
Indian Gaming Regulatory Act) would have any effect on the opinions expressed
herein; and
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(j) we express no opinion as to the effect upon enforceability of
any of the Exchange Notes, the Indenture and the Registration Rights Agreement
of the Compact (including the validity or enforceability thereof), the Uniform
Tribal Gaming Regulation CGCC-2 of the California Gaming Control Commission
(including the validity or enforceability thereof) or any other Indian Law.
Members of our firm are admitted to the practice of law in the
States of New York and California and we do not express any opinion as to the
laws of any other jurisdiction other than the federal laws of the United
States of America (other than any Indian Laws) to the extent referred to
specifically herein. Insofar as the opinions expressed herein relate to
matters governed by laws other than those set forth in the preceding sentence,
including, without limitation, any Indian Laws, we have assumed, without
having made any independent investigation, that such laws do not affect any of
the opinions set forth herein. The opinions expressed herein are based on laws
in effect on the date hereof, which laws are subject to change with possible
retroactive effect.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
1. Assuming the due authorization, execution and delivery of the
Indenture by the Chukchansi Parties, the Indenture is a valid and binding
agreement of the Chukchansi Parties, enforceable against the Chukchansi
Parties in accordance with its terms. The Indenture complies as to form, in
all material respects, to the requirements of the Trust Indenture Act of 1939,
as amended (the "TIA") applicable to an Indenture that is required to be
qualified under the TIA.
2. Assuming the due authorization, execution and delivery of the
Exchange Notes by the Authority, when the Exchange Notes are issued, executed,
and delivered in exchange for the Original Notes in accordance with the
Registration Rights Agreement and the Indenture, the Exchange Notes will
constitute valid and
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binding obligations of the Authority, entitled to the benefits of the Indenture
and enforceable against the Authority in accordance with their terms.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the prospectus
included in the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher
& Flom LLP