SCHRECK MORRIS
1200 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
June 8, 1998
Aladdin Gaming Enterprises, Inc.
831 Pilot Road
Las Vegas, Nevada 89119
Ladies and Gentlemen:
We have acted as special Nevada counsel to Aladdin Gaming Enterprises,
Inc., a Nevada corporation (the "Company") in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of (i)
an aggregate of 2,215,000 shares of the Company's Class B non-voting common
stock, no par value per share (the "Warrant Shares") issuable upon the
exercise of 2,215,000 warrants (the "Warrants") originally issued and sold on
February 26, 1998 pursuant to an offering by Aladdin Gaming Holdings, LLC, a
Nevada limited-liability company, Aladdin Capital Corp., a Nevada
corporation, and the Company, and (ii) the Warrants to purchase the Warrant
Shares, pursuant to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission (the "Commission") on April 9,
1998 (File No. 333-49715), and Amendment No. 1 thereto with which this
opinion is being filed (such Registration Statement, as so amended, being
hereinafter referred to as the "Registration Statement").
For the purpose of rendering this opinion, we have examined originals,
or copies certified or otherwise identified to our satisfaction as being true
copies of such records, documents, instruments and certificates as, in our
judgment, are necessary or appropriate to enable us to render the opinions
set forth below, including but not limited to the following:
(i) the Registration Statement;
(ii) that certain Warrant Agreement dated as of February 26, 1998 by and
between the Company and State Street Bank and Trust Company, as warrant agent
(the "Warrant Agreement");
(iii) the form of the Warrants included as an exhibit in the Warrant
Agreement;
Aladdin Gaming Enterprises, Inc.
June 8, 1998
Page 2
(iv) the Company's Articles of Incorporation and Bylaws, as amended to
date; and
(v) certain resolutions of the Board of Directors of the Company
authorizing the Company's execution, delivery and performance of its
obligations under the Warrant Agreement.
We have made such legal and factual examinations and inquiries as we
have deemed necessary or appropriate for purposes of this opinion. We have
been furnished with, and with your consent have relied upon, certificates and
assurances of officers and other representatives of the Company and of public
officials as we have deemed necessary for the purpose of rendering the
opinions set forth herein. As to questions of fact material to our opinions,
we have also relied upon the statements of fact and the representations and
warranties as to factual matters contained in the documents we have examined,
however, except as otherwise expressly indicated, we have not been requested
to conduct, nor have we undertaken, any independent investigation to verify
the content or veracity thereof or to determine the accuracy of any
statement, and no inference as to our knowledge of any matters should be
drawn from the fact of our representation of the Company.
Without limiting the generality of the foregoing, in our examination of
documents, we have assumed without independent verification, that (i) each
natural person executing any such document hassufficient legal capacity to do
so, (ii) all documents submitted to us as originals are authentic, the
signatures on all documents that we examined are genuine, and all documents
submitted to us as certified, conformed, photostatic or facsimile copies
conform to the original document, and (iii) all corporate records made
available to us by the Company and all public records we have reviewed are
accurate and complete.
Based upon the foregoing, and subject to the qualifications, exceptions
and assumptions set forth herein, and having regard to legal considerations
and other information that we deem relevant, we are of the opinion that:
1. The Warrant Shares have been duly authorized by the Company and,
when and to the extent the Warrant Shares are issued and sold in the manner
set forth in the Warrant Agreement and the Registration Statement upon
exercise of the Warrants, the Warrant Shares will be validly issued, fully
paid and non-assessable.
2. The Warrant Agreement and the Warrants issued pursuant thereto have
been duly authorized, executed and delivered by the Company.
We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws of the State of Nevada and
we do not purport to be experts on, or to express any opinion herein
concerning, or to assume any responsibility as to the applicability to or the
effect on any of the matters covered herein of, the laws of any other
jurisdiction. We express no
Aladdin Gaming Enterprises, Inc.
June 8, 1998
Page 3
opinion concerning, and we assume no responsibility as to laws or judicial
decisions related to, or any orders, consents or other authorizations or
approvals as may be required by, any federal law, including any federal
securities law, or any state securities or Blue Sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm therein and in the
related Prospectus as the same appears under the caption "Legal Matters". In
giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Yours very truly,
/s/ Schreck Morris
SCHRECK MORRIS