EXHIBIT 5
[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
March 13, 1998
Trump Atlantic City Associates
Trump Atlantic City Funding II, Inc.
2500 Boardwalk
Atlantic City, New Jersey 08401
Re: Registration Statement on Form S-4
File No. 333-43979
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Dear Ladies and Gentlemen:
We are counsel for Trump Atlantic City Associates, a New Jersey general
partnership ("Trump AC"), and Trump Atlantic City Funding II, Inc., a Delaware
corporation ("Funding II") and together with Trump AC, the "Issuers"), and have
acted as such in connection with various legal matters relating to the filing of
a Registration Statement on Form S-4 (File No. 333-43979) ("Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
covering up to $75,000,000 principal amount of outstanding 11 1/4 First Mortgage
Notes (TAC II) due 2006, Series B (the "Exchange Notes") offered in exchange for
up to $75,000,000 principal amount of outstanding 11 1/4 First Mortgage Notes
(TAC II) due 2006, Series A, originally issued and sold in reliance upon an
exemption from registration under the Securities Act (the "Original Notes").
The Original Notes were issued under, and the Exchange Notes are to be
issued under, an indenture (the "Note Indenture"), dated December 10, 1997,
entered into by and among the Issuers, as issuers, U.S. Bank National
Association, as trustee (the "Trustee"), and Trump Atlantic City Corporation, a
Delaware corporation ("TACC"), Trump Plaza Associates, a New Jersey general
partnership ("Plaza Associates"), Trump Taj Mahal Associates, a New Jersey
general partnership ("Taj Associates"), Trump Casino Services, L.L.C., a New
Jersey limited liability corporation ("TCS"), and Trump Communications, L.L.C.,
a New Jersey limited liability corporation, as guarantors ("Trump
Communications" and, together with TACC, Plaza Associates, Taj Associates and
TCS, the "Guarantors"). The exchange will be made pursuant to an exchange offer
contemplated by the Registration Statement (the "Exchange Offer"). Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
them in the Registration Statement.
Trump Atlantic City Associates
Trump Atlantic City Funding II, Inc.
March 13, 1998
Page 2
In so acting, we have examined originals or copies, certified or
otherwise, identified to our satisfaction, of the Amended and Restated
Partnership Agreement of Trump AC, the Certificate of Incorporation of Funding
II, the By-Laws of Funding II, the Certificate of Incorporation of TACC, as
amended, the By-Laws of TACC, Plaza Associates' Third Amended and Restated
Partnership Agreement, Taj Associates' Second Amended and Restated Partnership
Agreement, the Certificate of Formation of TCS, the Operating Agreement of TCS,
as amended, the Certificate of Formation of Trump Communications, the Operating
Agreement of Trump Communications and the relevant minutes of the corporate or
partnership proceedings of Trump AC, Funding II, TACC, Plaza Associates, Taj
Associates, TCS, Trump Communications and such documents, corporate records,
certificates or other instruments as in our judgment were necessary or
appropriate to enable us to render the opinions expressed below. As to certain
factual matters, we have relied upon certificates of public officials,
certificates and statements (including representations and warranties as to
facts set forth in any of the documents referred to herein) of officers of the
Issuers and the Guarantors, and such other documents as we have deemed necessary
or appropriate for this opinion. In such examinations, we have assumed the
accuracy of all documents and information furnished to us, the genuineness of
all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as certified, conformed or photostatic copies
thereof, as well as the genuineness of all signatures on all such documents.
Based on the foregoing, we are of the opinion that:
(1) The execution and delivery of the Note Indenture has been duly
authorized by Funding II and by Trump Atlantic City Holding, Inc., a Delaware
corporation ("TACH"), as a general partner of Trump AC, and by each of the
Guarantors, and the Note Indenture constitutes a legal, valid and binding
obligation enforceable against the Issuers and the Guarantors in accordance with
the terms thereof , except insofar as enforceability thereof may be limited by
(a) usury, bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally, (b) general principles of equity,
(c) the Casino Control Act of the State of New Jersey, the regulations adopted
pursuant thereto, or rulings of the New Jersey Casino Control Commission, as
such laws, regulations or rulings may now or hereafter be in effect or (d) other
state gaming laws, the regulations adopted pursuant thereto, or rulings from
other state gaming authorities, as such laws, regulations or rulings may now or
hereafter be in effect;
(2) The Exchange Notes have been duly authorized by the Issuers and,
when duly executed by the proper officers of the Issuers, duly authenticated by
the Trustee and issued by the Issuers in accordance with the terms of the Note
Indenture and
Trump Atlantic City Associates
Trump Atlantic City Funding II, Inc.
March 13, 1998
Page 3
the Exchange Offer, will constitute legal, valid and binding
obligations of the Issuers, will be entitled to the benefits of the Note
Indenture and will be enforceable against the Issuers in accordance with their
terms, except as enforcement thereof may be limited by (a) usury, bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally, (b) general principles of equity, (c) the Casino
Control Act of the State of New Jersey, the regulations adopted pursuant
thereto, or rulings of the New Jersey Casino Control Commission, as such laws,
regulations or rulings may now or hereafter be in effect or (d) other state
gaming laws, the regulations adopted pursuant thereto, or rulings from other
state gaming authorities, as such laws, regulations or rulings may now or
hereafter be in effect; and
(3) The guarantees of the respective Guarantors under the Note
Indenture (the "Guarantees") have been duly authorized by the respective
Guarantors and, when the Guarantees have been duly executed by the proper
officers of the respective Guarantors and the Exchange Notes have been duly
executed by the proper officers of the Issuers, duly authenticated by the
Trustee and issued by the Issuers in accordance with the terms of the Note
Indenture and the Exchange Offer, the Guarantees will constitute legal, valid
and binding obligations of the Guarantors, will be entitled to the benefits of
the Note Indenture and will be enforceable against the respective Guarantors in
accordance with their terms, except as enforcement thereof may be limited by (a)
usury, bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally, (b) general principles of equity, (c) the
Casino Control Act of the State of New Jersey, the regulations adopted pursuant
thereto, or rulings of the New Jersey Casino Control Commission, as such laws,
regulations or rulings may now or hereafter be in effect or (d) other state
gaming laws, the regulations adopted pursuant thereto, or rulings from other
state gaming authorities, as such laws, regulations or rulings may now or
hereafter be in effect.
No person or entity other than you may rely or claim reliance upon this
opinion. This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. We call to your
attention that we are not admitted to practice, do not purport to be experts in
the laws of, and, accordingly, do not express an opinion as to matters arising
under 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. We are not admitted to practice law in the State of New Jersey.
We hereby consent to being named as counsel for the Issuers in the
Registration Statement and under the caption "Legal Matters" in the Prospectus
included in the Registration Statement
Trump Atlantic City Associates
Trump Atlantic City Funding II, Inc.
March 13, 1998
Page 4
and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/WILLKIE FARR & GALLAGHER