SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 Third Avenue
New York, New York 10022
DIRECT DIAL
212-735-2640
DIRECT FAX
212-735-2000
June 8, 1998
Aladdin Gaming Enterprises, Inc.
831 Pilot Road
Las Vegas, Nevada 89119
Ladies and Gentlemen:
Re: Aladdin Gaming Enterprises, Inc.
Registration Statement (333-49715)
We have acted as special counsel to Aladdin Gaming Enterprises, Inc., a
corporation organized under the laws of the State of Nevada (the "Company"), in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 2,215,000 Warrants (the "Warrants") to purchase shares of Class
B Common Stock, no par value, of the Company (the "Warrant Shares"). The
Warrants were issued pursuant to a Warrant Agreement (the "Warrant Agreement")
dated as of February 26, 1998 between the Company and State Street Bank and
Trust Company ("State Street"), as Warrant Agent for the benefit of the holders
of the Warrants (in such capacity, the "Warrant Agent").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-1 (File No. 333-49715) as filed with the Securities and
Exchange Commission (the "Commission") on April 9, 1998 under the Act and
Amendment No. 1 thereto with which this opinion is being filed (such
Registration Statement, as so amended, being hereinafter referred to as the
ALADDIN GAMING ENTERPRISES, INC.
June 8, 1998
Page 2
"Registration Statement"); (ii) the Warrant Agreement; (iii) the form of the
Warrants, included as an exhibit to the Warrant Agreement and (iv) the Warrant
Registration Rights Agreement dated February 26, 1998 among the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, CIBC Oppenheimer Corp. and Scotia Capital Markets (USA) Inc. (the
"Warrant Registration Rights Agreement"). We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such other
records of the Company and such agreements, certificates or records of public
officials, certificates of officers or representatives of the Company,
respectively, and such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.
The documents described in clauses (ii) and (iii) are referred to herein as the
"Operative Documents."
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures (including endorsements), the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. In making our
examination of executed documents (including the Operative Documents), we have
assumed that the parties thereto (including the Company) 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, and execution and delivery by such parties of such documents and (except
to the extent specifically set forth below) that such documents constitute valid
and binding obligations of such parties. In providing the opinion set forth
below, we have also assumed that the execution and delivery by the Company of
the Operative Documents and the performance by the Company of its obligations
thereunder do not and will not violate, conflict with, or constitute a default
under (i) any agreement or instrument to which the Company or any of its
properties is subject, (ii) any law, rule, or regulation to which the Company or
its properties is subject (except that we do not make the assumption set forth
in this clause (ii) with respect to those laws, rules and regulations of the
State of New York and of the United States of America which, in our experience,
are normally applicable to transactions of the type contemplated by the
Operative
ALADDIN GAMING ENTERPRISES, INC.
June 8, 1998
Page 3
Documents (other than securities or anti-fraud laws of any jurisdiction), but
without our having made any special investigation concerning any other laws,
rules or regulations), (iii) any judicial or regulatory order or decree of any
governmental authority or (iv) any consent, approval, license, authorization or
validation of, or filing, recording or registration with any governmental
authority. As to any facts material to the opinion expressed herein which were
not independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and the Warrant Agent and others.
Members of our firm are admitted to the bar in the State of New York, and
we express no opinion as to the laws of any other jurisdiction, including,
without limitation, the laws of the State of Nevada, other than the laws of the
United States of America, to the extent referred to specifically herein.
Based upon and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, we are of the opinion that the Warrants constitute
valid and binding obligations of the Company, entitled to the benefits of the
Warrant Agreement and enforceable against the Company in accordance with their
terms, except that (A) the enforcement thereof may be subject to, or limited by,
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity)
and (B) the rights to indemnification and contribution contained in the Warrant
Registration Rights Agreement may be limited by state or federal securities laws
or the public policy underlying such laws.
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 in the Registration Statement and in the related Prospectus as the same
appears under the caption "Legal Matters." In giving this consent, we do not
ALADDIN GAMING ENTERPRISES, INC.
June 8, 1998
Page 4
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