EXHIBIT 5(b)
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102-2678
Phone: (215) 977-2000
Fax: (215) 977-2334
August 3, 1998
Circus Circus Enterprises, Inc.
2880 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Gentlemen:
We have acted as 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"), 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 "Securities 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
Securities 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 Trusts, 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 (each, a "Trust Preferred Securities Guarantee,"
and, collectively, 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" and individually as a "Security."
Circus Circus Enterprises, Inc.
August 3, 1998
Page 2
Resolutions adopted by the Board of Directors of the Company (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 Securities 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 (the "Additional Trust Preferred
Securities") and additional Trust Preferred Securities Guarantees (the
"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 collectively with the Senior Secured
Indenture, the Senior Unsecured Indenture, the Senior Subordinated Indenture
and 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 the Indentures are included as exhibits to the Registration Statement).
Each of the Trust Preferred Securities (and any Additional Trust Preferred
Security) is proposed to be issued under the Amended and Restated Declaration
of Trust of the Trust issuing such Trust Preferred Securities and/or
Additional Trust Preferred Securities (each, a "Trust Agreement," and,
collectively, the "Trust Agreements"). A form of each Trust Agreement is
included as an exhibit to the Registration Statement. Each of the Trust
Preferred Securities Guarantees (and any Additional Trust Preferred
Securities Guarantee) is proposed to be issued under a Preferred Securities
Guarantee Agreement (each, a "Preferred Securities Guarantee Agreement") to
be executed between the Company and BNY or another entity selected by the
Company to serve as trustee thereunder. The forms of the Preferred
Securities Guarantees are included as exhibits to the Registration Statement.
Circus Circus Enterprises, Inc.
August 3, 1998
Page 3
For purposes of rendering this opinion, we have examined such corporate
proceedings of the Company (including such proceedings relating to the
Trusts), certificates of public officials, certificates of officers or other
representatives of the Company, corporate records and other instruments and
documents, and have examined such question of law, as we have deemed
necessary or appropriate as a basis for the opinions set forth herein. Our
examination of documents has included originals or copies, certified or
otherwise identified to our satisfaction, of the following:
(a) Certain resolutions adopted by the Board of Directors relating to
the Securities and the Additional Securities;
(b) The Certificate of Trust of each Trust, dated June 23, 1998 (each,
a "Certificate"), as each such Certificate was filed in the office of the
Secretary of State of the State of Delaware (the "Delaware Secretary of
State"") on June 23, 1998;
(c) The Declaration of Trust of each Trust, dated as of June 23, 1998,
each among the Company and the trustees of the Trust named therein;
(d) A Certificate of Good Standing for each Trust, dated June 23, 1998,
obtained from the Delaware Secretary of State.
(e) The Registration Statement, in substantially the form to be filed
with the Commission;
(f) The form of each of the Trust Agreements included as an exhibit to
the Registration Statement;
(g) The form of each of the Indentures included as an exhibit to the
Registration Statement;
In our examination, we have assumed without independent verification (i)
the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authenticity of all documents submitted to us as
originals, (iv) the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents, and (v) the power and
authority of all persons other than the Company signing such documents to
execute, deliver and perform such documents, and the valid authorization,
execution and delivery of such documents by such other persons. As to any
Circus Circus Enterprises, Inc.
August 3, 1998
Page 4
facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers or other representatives of the Company and
others.
The Securities and the Additional Securities may be issued from time to
time on a delayed or continuous basis, and this opinion is limited to the
laws, including applicable rules and regulations, in effect on the date
hereof. We assume no obligation to update this opinion.
Based upon and subject to the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions stated below, we are of the
opinion that, as of the date hereof:
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.
3. Each of the Indentures, as modified in accordance with duly adopted
resolutions of the Board of Directors, including any appropriate committee
appointed thereby, to reflect the additional terms applicable to the Debt
Securities or the Subordinated Deferrable Interest Debentures, as the case
may be, to which such Indenture relates, when executed and delivered by the
Company, will be a valid and binding agreement, enforceable against the
Company in accordance with its terms, except to the extent that enforcement
thereof may be limited by (a) bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally, (b) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), (c) requirements that a claim with respect
to any Debt Securities or Subordinated Deferrable Interest Debentures, as the
case may be, denominated other than in United States dollars (or a judgment
denominated other than in United States dollars in respect of such claim) be
converted into United States dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law, (d) governmental authority to
limit, delay or prohibit the making of payment outside the United States or
in foreign currency or composite currency and (e) the criminal usury statute
of the State of New York
Circus Circus Enterprises, Inc.
August 3, 1998
Page 5
prohibiting the charging or receipt of interest at a rate exceeding
twenty-five percent per annum.
4. With respect to any series of Debt Securities and any Additional Debt
Securities (collectively, the "Offered Debt Securities"), when (i) if the
Offered Debt Securities are to be sold pursuant to a firm commitment
underwritten offering, the underwriting agreement with respect to the Offered
Debt Securities (the "Debt Underwriting Agreement") has been duly authorized,
executed and delivered by the Company and the other parties thereto and
constitutes an agreement binding on all of the parties thereto; (ii) if the
Offered Debt Securities are to be sold on an agency basis, the distribution
agreement with respect to the Offered Debt Securities (the "Debt Distribution
Agreement") has been duly authorized, executed and delivered by the Company
and the other parties thereto and constitutes an agreement binding on all of
the parties thereto; (iii) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the issuance and terms of the
Offered Debt Securities and related matters; (iv) the terms of the Offered
Debt Securities and of their issuance and sale have been duly established in
conformity with the Indenture relating thereto so as not to violate any
applicable law or the Articles of Incorporation or Bylaws of the Company or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company; (v) the applicable Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and has been
duly executed and delivered by the Company and the trustee thereunder; and
(vi) the Offered Debt Securities have been duly executed and authenticated in
accordance with the provisions of the applicable Indenture and duly delivered
to the purchasers thereof upon payment of the agreed-upon consideration
therefor, the Offered Debt Securities, when issued and sold in accordance
with the applicable Indenture and the related Debt Underwriting Agreement or
Debt Distribution Agreement, if any, or any other duly authorized, executed
and delivered applicable purchase agreement, will be valid and binding
obligations of the Company, enforceable against the Company in accordance
with their respective terms, except to the extent that enforcement thereof
may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect
Circus Circus Enterprises, Inc.
August 3, 1998
Page 6
relating to or affecting creditors' rights generally, (b) general principles
of equity (regardless of whether enforceability is considered in a proceeding
at law or in equity), (c) requirements that a claim with respect to any Debt
Securities or Additional Debt Securities denominated other than in United
States dollars (or a judgment denominated other than in United States dollars
in respect of such claim) be converted into United States dollars at a rate
of exchange prevailing on a date determined pursuant to applicable law, (d)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency and
(e) the criminal usury statute of the State of New York prohibiting the
charging or receipt of interest at a rate exceeding twenty-five percent per
annum.
We note that, as of the date hereof, a judgment for money in an
action based on a Debt Security or an Additional Debt Security denominated in
a foreign currency, currency unit or composite currency in a federal or state
court in the United States ordinarily would be enforced in the United States
only in United States dollars. The date used to determine the rate of
conversion of the foreign currency, currency unit or composite currency in
which a particular Debt Security or an Additional Debt Security is
denominated into United States dollars will depend upon various factors,
including which court renders the judgment.
5. With respect to any series of Subordinated Deferrable Interest Debentures
and any Additional Subordinated Deferrable Interest Debentures (collectively,
the "Offered Subordinated Deferrable Interest Debentures"), when (i) if the
Offered Subordinated Deferrable Interest Debentures are to be sold pursuant
to a firm commitment underwritten offering, the underwriting agreement with
respect to the Offered Subordinated Deferrable Interest Debentures (the
"Debentures Underwriting Agreement") has been duly authorized, executed and
delivered by the Company and the other parties thereto and constitutes an
agreement binding on all of the parties thereto; (ii) if the Offered
Subordinated Deferrable Interest Debentures are to be sold on an agency
basis, the distribution agreement with respect to the Offered Subordinated
Deferrable Interest Debentures (the "Debentures Distribution Agreement") has
been duly authorized, executed and delivered by the Company and the other
parties thereto and constitutes an agreement binding on all of the parties
thereto; (iii) the Board of Directors, including any
Circus Circus Enterprises, Inc.
August 3, 1998
Page 7
appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary corporate action to approve the issuance and
terms of the Offered Subordinated Deferrable Interest Debentures and related
matters; (iv) the terms of the Offered Subordinated Deferrable Interest
Debentures and of their issuance and sale have been duly established in
conformity with the Indenture relating thereto so as not to violate any
applicable law or the Articles of Incorporation or Bylaws of the Company or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company; (v) the applicable Indenture has been duly qualified under the Trust
Indenture Act and has been duly executed and delivered by the Company and the
trustee thereunder; and (vi) the Offered Subordinated Deferrable Interest
Debentures have been duly executed and authenticated in accordance with the
provisions of the applicable Indenture and duly delivered to the purchasers
thereof upon payment of the agreed-upon consideration therefor, the Offered
Subordinated Deferrable Interest Debentures, when issued and sold in
accordance with the applicable Indenture and the related Debentures
Underwriting Agreement or Debentures Distribution Agreement, if any, or any
other duly authorized, executed and delivered applicable purchase agreement,
will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally, (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity), (c) requirements that a
claim with respect to any Subordinated Deferrable Interest Debentures or
Additional Subordinated Deferrable Interest Debentures denominated other than
in United States dollars (or a judgment denominated other than in United
States dollars in respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law, (d) governmental authority to limit, delay or prohibit the
making of payments outside the United States or in foreign currency or
composite currency and (e) the laws of the State of New York prohibiting the
charging or receipt of interest at a rate exceeding twenty-five percent per
annum.
We note that, as of the date hereof, a judgment for money in an action
based on a Subordinated Deferrable Interest
Circus Circus Enterprises, Inc.
August 3, 1998
Page 8
Debenture or an Additional Subordinated Deferrable Interest Debenture
denominated in a foreign currency, currency unit or composite currency in a
federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine
the rate of conversion of the foreign currency, currency unit or composite
currency in which a particular Subordinated Deferrable Interest Debenture or
Additional Subordinated Deferrable Interest Debenture is denominated into
United States dollars will depend upon various factors, including which court
renders the judgment.
6. With respect to the shares of any series of Trust Preferred Securities and
any Additional Trust Preferred Securities (collectively, the "Offered Trust
Preferred Securities"), when (i) if the Offered Trust Preferred Securities
are to be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the shares of the Offered Trust
Preferred Securities (the "Trust Preferred Securities Underwriting
Agreement") has been duly authorized, executed and delivered by the Company,
the Trust issuing such securities (the "Issuing Trust") and the other parties
thereto and constitutes an agreement binding on all of the parties thereto;
(ii) if the Offered Trust Preferred Securities are to be sold on an agency
basis, the distribution agreement with respect to the Offered Trust Preferred
Securities (the "Trust Preferred Securities Distribution Agreement") has been
duly authorized, executed and delivered by the Company, the Issuing Trust and
the other parties thereto and constitutes an agreement binding on all of the
parties thereto; (iii) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the issuance and terms of the
Offered Trust Preferred Securities and related matters, and the Issuing Trust
and its trustees have taken all necessary action to approve the issuance and
terms of the Offered Trust Preferred Securities and related matters; (iv) the
Trust Agreement of the Issuing Trust has been duly qualified under the Trust
Indenture Act and
Circus Circus Enterprises, Inc.
August 3, 1998
Page 9
has been duly executed and delivered by the Company and the trustees of the
Issuing Trust; (v) the terms of the Offered Trust Preferred Securities and of
their issuance and sale have been duly established in conformity with the
Trust Agreement of the Issuing Trust, so as not to violate any applicable law
or the Trust Agreement of the Issuing Trust or result in a default under or
breach of any agreement or instrument binding upon the Company or the Issuing
Trust and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company or the
Issuing Trust; and (vi) certificates representing the shares of the Offered
Trust Preferred Securities are duly executed, countersigned, registered and
delivered upon payment of the agreed-upon consideration therefor, the shares
of the Offered Trust Preferred Securities, when issued and sold in accordance
with the related Trust Preferred Securities Underwriting Agreement or Trust
Preferred Securities Distribution Agreement, if any, or any other duly
authorized, executed and delivered applicable purchase agreement, will
represent valid and (subject to the qualification set forth in paragraph 9,
below) fully paid and nonassessable undivided beneficial interests in the
assets of the Issuing Trust.
7. With respect to the Trust Preferred Securities Guarantees and any
Additional Trust Preferred Securities Guarantees (collectively, the "Offered
Trust Preferred Securities Guarantees"), when (i) the Preferred Securities
Guarantee Agreement relating to the Offered Trust Preferred Securities
Guarantees has been duly executed by the Company and the trustee thereunder
and has been duly qualified under the Trust Indenture Act; (ii) the Board of
Directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate action
to approve the issuance and terms of such Offered Trust Preferred Securities
Guarantees, the terms of the offering thereof and related matters; and (iii)
the Offered Trust Preferred Securities to which such Offered Trust Preferred
Securities Guarantees relate have been duly issued in accordance with
paragraph 6, above, the Offered Trust Preferred Securities Guarantees will be
legally issued and will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, and will be entitled to the benefits of the related Preferred
Securities Guarantee Agreement, except to the extent that enforcement of the
Offered Trust Preferred Securities Guarantees may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or
other similar laws now or hereafter in effect relating to or affecting
Circus Circus Enterprises, Inc.
August 3, 1998
Page 10
creditors' rights generally, (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity),
(c) requirements that a claim with respect to any Trust Preferred Securities
Guarantee or Additional Trust Preferred Securities Guarantee denominated
other than in United States dollars (or a judgment denominated other than in
United States dollars in respect of such claim) be converted into United
States dollars at a rate of
Circus Circus Enterprises, Inc.
August 3, 1998
Page 11
exchange prevailing on a date determined pursuant to applicable law, (d)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency and
(e) the laws of the State of New York prohibiting the charging or receipt of
interest at a rate exceeding twenty-five percent per annum.
We note that, as of the date hereof, a judgment for money in an action
based on a Trust Preferred Securities Guarantee or an Additional Trust
Preferred Securities Guarantee denominated in a foreign currency, currency
unit or composite currency in a federal or state court in the United States
ordinarily would be enforced in the United States only in United States
dollars. The date used to determine the rate of conversion of the foreign
currency, currency unit or composite currency in which a particular Trust
Preferred Securities Guarantee or Additional Trust Preferred Securities
Guarantee is denominated into United States dollars will depend upon various
factors, including which court renders the judgment.
8. Each Trust has been duly created and is validly existing in good standing
as a business trust under the Delaware Business Trust Act, 12 Del. C. Section
3801, et seq.
9. Each holder of Trust Preferred Securities and Additional Trust Preferred
Securities, as a beneficial owner of the Issuing Trust, will be entitled to
the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware. We note that the holders of Trust Preferred Securities
and Additional Trust Preferred Securities may be obligated to make payments
as set forth in the Trust Agreements.
With the exception of paragraphs 1 and 2 above, the opinions expressed
herein are limited to the laws of New York and Delaware and the federal laws
of the United States of America. The opinions expressed in paragraphs 1 and
2, above, are limited to the laws of Nevada and, in rendering these opinions
we have relied, with your consent, and without any independent investigation,
solely and completely on the opinion of Shreck Morris, Las Vegas, Nevada, a
copy of which is attached hereto as Exhibit A.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to
Circus Circus Enterprises, Inc.
August 3, 1998
Page 12
the incorporation by reference of this opinion as an exhibit to the
Additional Registration Statement. We also consent to the references to our
firm under the caption entitled "Legal Matters" in the Prospectus and the
Prospectus Supplement constituting part of the Registration Statement and to
the incorporation by reference of such references to our
Circus Circus Enterprises, Inc.
August 3, 1998
Page 13
firm in the Additional Registration Statement. 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 Securities Act or the Rules and Regulations of the
Commission.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP