Exhibit 5.2
[Letterhead of Graham, Curtin & Sheridan]
April 23, 1998
Trump Atlantic City Funding II, Inc.
Trump Atlantic City Associates
2500 Boardwalk
Atlantic City, New Jersey 08401
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
Re: Registration Statement on Form S-4
(File No. 333-43979)
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Dear Sirs:
We have acted as special counsel in the State of New Jersey to Trump
Atlantic City Funding II, Inc. (the "Company") and Trump Atlantic City
Associates (the "Partnership") in connection with various legal matters
relating to the filing of a Registration Statement on Form S-4 (File No.
333-43979) (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), covering up to $75,000,000 principal
amount of 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 "Indenture") dated as of December 10, 1997,
by and among the Company and the Partnership, as issuers, U.S. Bank National
Association, as trustee, and Trump Atlantic City Corporation, a Delaware
corporation, Trump Plaza Associates, a New Jersey general partnership ("Plaza
Associates"),
Trump Atlantic City Funding II, Inc.
Willkie Farr & Gallagher
April 23, 1998
Page 2
Trump Taj Mahal Associates, a New Jersey general partnership ("Taj
Associates"), Trump Casino Services, L.L.C., a New Jersey limited liability
company ("TCS"), and Trump Communications, L.L.C., a new Jersey limited
liability company ("Trump Communications"), as guarantors. The exchange will
be made pursuant to an exchange offer contemplated by the Registration
Statement. Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to them in the Registration Statement.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Partnership,
Plaza Associates, Taj Associates, TCS and 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 Partnership, Plaza Associates, Taj
Associates, TCS and Trump Communications, and such other documents as we have
deemed or appropriate for this opinion. In such examination, 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, as well as the genuineness of all signatures on all such
documents.
We have made such examination of New Jersey law as we have deemed
relevant for the purpose of this opinion, but we have not made an independent
review of federal law or the laws of any other state or foreign jurisdiction.
Accordingly, we express no opinion as to federal law or the laws of any
state or any foreign jurisdiction, and this opinion is confined to such
matters as are governed solely by New Jersey law.
Based on the foregoing and subject to the qualifications and assumptions
herein set forth, we are of the opinion that:
1. The execution and delivery of the Indenture has been duly
authorized by all requisite partnership action of the Partnership.
Trump Atlantic City Funding II, Inc.
Willkie Farr & Gallagher
April 23, 1998
Page 3
2. The Exchange Notes have been duly authorized by the
Partnership.
3. The guarantees of Plaza Associates, Taj Associates, TCS and
Trump Communications under the Indenture have been duly authorized by Plaza
Associates, Taj Associates, TCS and Trump Communications, respectively.
This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated.
We hereby consent to being named as counsel for the Company and the
Partnership in the Registration Statement, in any amendments to the
Registration Statement and under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Graham, Curtin & Sheridan
GRAHAM, CURTIN & SHERIDAN
A Professional Association