EXHIBIT 5(a)
[LETTERHEAD]
August 3, 1998
Circus Circus Enterprises, Inc.
2880 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Ladies and Gentlemen:
We have acted as special Nevada counsel to Circus Circus Enterprises,
Inc., a Nevada corporation (the "Company"), and Circus Finance I and Circus
Finance II, statutory business trusts formed under the laws of Delaware
(each, a "Trust" and together, the "Trusts") in connection with the
registration by the Company and the Trusts of securities of the Company and
the Trusts with an aggregate initial public offering price of up to
$550,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies pursuant to a registration statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Act").
The Registration Statement relates to the issuance and sale from time to
time, pursuant to Rule 415 of the General Rules and Regulations of the
Commission promulgated under the Act, of (a) securities of the Company,
which may be in the form of (i) senior secured debt securities (the "Senior
Secured Debt Securities"), (ii) senior unsecured debt securities (the "Senior
Unsecured Debt Securities"), (iii) senior subordinated debt securities (the
"Senior Subordinated Debt Securities"), and (iv) subordinated debt securities
(the "Subordinated Debt Securities" and, together with the Senior Secured
Debt Securities, the Senior Unsecured Debt Securities and the Senior
Subordinated Debt Securities, the "Debt Securities"), (v) subordinated
deferrable interest debentures (the "Subordinated Deferrable Interest
Debentures") and/or (vi) the Trust Preferred Securities Guarantees (as
defined below), and (B) securities of the Trusts in the form of preferred
securities evidencing preferred undivided beneficial interests in the assets
of the respective Trusts (each, a "Trust Preferred Security" and,
collectively, the "Trust Preferred Securities"). The payment of periodic
cash distributions with respect to the Trust Preferred Securities of each of
the Trust, out of moneys held by the respective Trusts, and payments on
liquidation, redemption or otherwise with respect to such Trust Preferred
Securities will be guaranteed by the Company (the "Trust Preferred Securities
Guarantees"). The Debt Securities, the Subordinated Deferrable Interest
Debentures, the Trust Preferred Securities and the Trust Preferred Securities
Guarantees are referred to collectively as the "Securities".
Circus Circus Enterprises, Inc.
August 3, 1998
Page 2
Resolutions adopted by the Company's Board of Directors (the "Board of
Directors") relating to the Securities authorize the filing of an additional
registration statement (the "Additional Registration Statement") for the
purpose of registering for issuance and sale an additional amount of
Securities pursuant to Rule 462 under the Act (the "Additional Securities"),
which may consist of additional Debt Securities (the "Additional Debt
Securities"), additional Subordinated Deferrable Interest Debentures (the
"Additional Subordinated Deferrable Interest Debentures"), additional Trust
Preferred Securities and additional Trust Preferred Securities Guarantees.
The Senior Secured Debt Securities (and any Additional Debt Securities
issued as Senior Secured Debt Securities) are proposed to be issued under an
indenture (the "Senior Secured Indenture") to be executed between the Company
and The Bank of New York ("BNY") or another entity selected by the Company to
serve as trustee under the Senior Secured Indenture. The Senior Unsecured
Debt Securities (and any Additional Debt Securities issued as Senior
Unsecured Debt Securities) are proposed to be issued under an indenture (the
"Senior Unsecured Indenture") to be executed between the Company and BNY or
another entity selected by the Company to serve as trustee under the Senior
Unsecured Indenture. The Senior Subordinated Debt Securities (and any
Additional Debt Securities issued as Senior Subordinated Debt Securities) are
proposed to be issued under an indenture (the "Senior Subordinated
Indenture") to be executed between the Company and BNY or another entity
selected by the Company to serve as trustee under the Senior Subordinated
Indenture. The Subordinated Debt Securities (and any Additional Debt
Securities issued as Subordinated Debt Securities) are proposed to be issued
under an indenture (the "Subordinated Indenture") to be executed between the
Company and BNY or another entity selected by the Company to serve as trustee
under the Subordinated Indenture. The Subordinated Deferrable Interest
Debentures (and any Additional Subordinated Deferrable Interest Debentures)
are proposed to be issued under an indenture (the "Subordinated Deferrable
Interest Debentures Indenture" and, together with the Senior Secured
Indenture, the Senior Unsecured Indenture, the Senior Subordinated Indenture
and the Subordinated Indenture, the "Indentures") to be executed between the
Company and BNY or another entity selected by the Company to serve as trustee
under the Subordinated Deferrable Interest Debentures Indenture. The forms
of Indentures are included as exhibits to 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, in substantially the form to be filed
with the Commission;
(ii) the form of each of the Indentures to be included as an exhibit to
the Registration Statement;
Circus Circus Enterprises, Inc.
August 3, 1998
Page 3
(iii) the Articles of Incorporation and Bylaws of the Company, each
as amended to date;
(iv) a Secretary's Certificate of even date herewith certifying that
the Board of Directors adopted certain resolutions relating to the Securities
and the Additional Securities and authorizing the execution and delivery by
the Company and the performance of the Company's obligations under the
Registration Statement and the Indentures and the transactions contemplated
thereby; and
(v) a Certificate of Corporate Existence issued by the Nevada
Secretary of State on August 3, 1998, with respect to the good standing of the
Company in Nevada.
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, we have assumed
without independent verification, that (i) each natural person executing a
document has sufficient 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 Company has been duly organized and is validly existing under
the laws of the State of Nevada.
2. The form of each of the Indentures filed as an exhibit to the
Registration Statement has been duly authorized by the Board of Directors.
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
Circus Circus Enterprises, Inc.
August 3, 1998
Page 4
the effect on any of the matters covered herein of, the laws of any other
jurisdiction. We express no 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.
The Securities and the Additional Securities may be issued from time to
time on a delayed or continuous basis, however, the opinions expressed herein
are based upon the applicable laws, rules and regulations in effect and the
facts in existence as of the date of this letter. In delivering this letter
to you, we assume no obligation, and we advise you that we shall make no
effort, to update the opinions set forth herein, to conduct any inquiry into
the continued accuracy of such opinions, or to apprise you or Wolf, Block,
Schorr and Solis-Cohen LLP ("Wolf Block") of any facts, matters,
transactions, events or occurrences taking place, and of which we may acquire
knowledge, after the date of this letter, or of any change in any applicable
laws or facts occurring after the date of this letter, which may affect the
opinions set forth herein. No opinions are offered or implied as to any
matter, and no inference may be drawn, beyond the strict scope of the
specific issues expressly addressed by the opinions herein.
Wolf Block may rely on this opinion in rendering its opinion to the
Company, a copy of which will be filed as an exhibit to the Registration
Statement (the "Wolf Block Opinion"), as if Wolf Block were an addressee
hereof and may refer to this opinion in, and attach a copy hereof as an
exhibit to, the Wolf Block Opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (including such filing of this opinion as an exhibit
to the Wolf Block Opinion) and to the incorporation by reference of this
opinion as an exhibit to the Additional Registration Statement (including
such incorporation by reference of this opinion as an exhibit to the Wolf
Block Opinion). We also consent to the references to this firm therein and
in the related Prospectus and the Prospectus Supplement constituting part of
the Registration Statement as the same appears under the caption "Legal
Matters". In giving these consents, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or
the General Rules and Regulations of the Commission.
Yours very truly,
SCHRECK MORRIS
/s/ Schreck Morris