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 Holdings, LLC
Aladdin Capital Corp.
c/o Aladdin Gaming Holdings, LLC
831 Pilot Road
Las Vegas, Nevada 89119
Ladies and Gentlemen:
RE: ALADDIN GAMING HOLDINGS, LLC AND ALADDIN
CAPITAL CORP. REGISTRATION STATEMENT (333-49717
AND 333-49717-01)
We have acted as special counsel to (1) Aladdin Gaming Holdings, LLC, a
limited-liability company organized under the laws of the State of Nevada
("Holdings"), and (2) Aladdin Capital Corp., a Nevada Corporation ("Capital"
and together with Holdings, the "Note Issuers"), in connection with the
issuance of $221,500,000 aggregate principal amount at maturity of Series B
13 1/2% Senior Discount Notes due March 1, 2010 (the "New Notes") of the Note
Issuers to be issued pursuant to an Indenture (the "Indenture") dated as of
February 26, 1998 among the Note Issuers and State Street Bank and Trust
Company ("State Street"), as trustee for the benefit of the holders of the
Notes (in such capacity, the "Trustee"), in exchange for $221,500,000
aggregate principal amount at maturity of Series A 13 1/2% Senior Discount
Notes due March 1, 2010 (the "Old Notes") of the Note Issuers.
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").
ALADDIN GAMING HOLDINGS, LLC
ALADDIN CAPITAL CORP.
June 8, 1998
Page 2
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-4 (File Nos. 333-49717 and 333-49717-01) 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 "Registration Statement"); (ii) the Indenture; (iii) the
form of the New Notes, included as an exhibit to the Indenture; (iv) the
Notes Registration Rights Agreement dated February 26, 1998 among the Note
Issuers and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse
First Boston Corporation, CIBC Oppenheimer Corp. and Scotia Capital Markets
(USA) Inc. (the "Notes Registration Rights Agreement"); and (v) the Form T-1
Statement of Eligibility 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 other records of the
Note Issuers and such agreements, certificates or records of public
officials, certificates of officers or representatives of the Note Issuers,
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 Note
Issuers) 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
ALADDIN GAMING HOLDINGS, LLC
ALADDIN CAPITAL CORP.
June 8, 1998
Page 3
execution and delivery by each Note Issuer of the Operative Documents and
the performance by such Note Issuer of its obligations thereunder do not and
will not violate, conflict with, or constitute a default under (i) any
agreement or instrument to which such Note Issuer or any of its properties is
subject, (ii) any law, rule, or regulation to which such Note Issuer 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 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 Note Issuers and the Trustee 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 when (i) the
Registration Statement becomes effective under the Act and the Indenture has
been qualified under the Trust Indenture Act of 1939, as amended; and (ii)
the New Notes are executed, authenticated and delivered in accordance with
the terms of the Indenture and issued upon consummation of the exchange offer
as contemplated by the Registration Statement, the New Notes will constitute
valid and binding obligations of the Note Issuers, entitled to the benefits
of the Indenture and enforceable against the Note Issuers in accordance with
their terms, except that (A) the enforcement thereof may be subject to, or
limited by, (i)
ALADDIN GAMING HOLDINGS, LLC
ALADDIN CAPITAL CORP.
June 8, 1998
Page 4
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), (B) the waiver contained in Section 4.06 of the Indenture may be
deemed unenforceable and (C) the rights to indemnification and contribution
contained in the Notes Registration Rights Agreement may be limited by state
or federal securities laws or the public policy underlying such laws.
Additionally, the enforceability of provisions imposing a payment obligation
pending the ability of the Company to comply timely with its registration
obligations under the Notes Registration Rights Agreement and the Indenture
may be limited by applicable 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 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