SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 Third Avenue
New York, New York 10022
DIRECT DIAL
212-735-2640
DIRECT FAX
212-735-2000
July 22, 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 Exchange Commission (the "Commission") on April 9, 1998 under the
Act, Amendment No. 1 thereto filed on June 11, 1998 and Amendment No. 2
thereto with which this opinion is being filed (such Registration Statement,
as so amended, being hereinafter referred to as the
ALADDIN GAMING ENTERPRISES, INC.
July 22, 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 we have opined on such matters below
with respect to the Operative Documents) 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.
July 22, 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. Based solely upon discussions with officers of the
Company responsible for such matters and review of material documents
identified to us by such officers, there are no such violations, conflicts or
defaults. Based on our due diligence investigation, we do not know of any
other such violations, conflicts or defaults. 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. Certain matters under the laws of the State of Nevada, which we
have assumed hereunder, have been addressed in the opinion of Schreck Morris,
a copy of which is being filed as Exhibit 5.2 to the Registration Statement,
and we refer you to such opinion with respect to such assumed matters.
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.
July 22, 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