EXHIBIT 8
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
Twelfth Floor, Packard Building
111 South 15th Street
Philadelphia, PA 19102-2678
Telephone: (215) 977-2000
Facsimile: (215) 977-2334
August 3, 1998
Circus Circus Enterprises, Inc.
2880 Las Vegas Boulevard South
Las Vegas, NV 89109
RE: Circus Circus Enterprises, Inc. (the "Company")
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Ladies and Gentlemen:
We have acted as tax counsel to the Company and for Circus Finance
I and Circus Finance II, each a statutory business trust created under the
laws of the State of Delaware (each, a "Circus Finance Trust"), in
connection with the preparation of a Registration Statement on Form S-3 (the
"Registration Statement") about to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "1933 Act"),
relating, among other things, to the public offering of up to $550,000,000 in
the aggregate of (i) debt securities representing subordinated deferrable
interest obligations of the Company (the "Subordinated Deferrable Interest
Debentures"), to be issued pursuant to an Indenture to be executed between
the Company and The Bank of New York, as trustee, (the "Subordinated
Deferrable Interest Debentures Indenture") and (ii) preferred securities
representing preferred undivided beneficial interests in the assets of the
respective Circus Finance Trusts (the "Preferred Securities"). The proceeds
of the offering of Preferred Securities by a Circus Finance Trust will be
loaned to the Company (together with proceeds from issuance of common
securities in that Circus Finance Trust), with such loan being evidenced by
Subordinated Deferrable Interest Debentures. In addition, certain payment
obligations of a Circus Finance Trust with respect to the Preferred
Securities will be guaranteed by Circus to the extent set forth in a
subordinated guarantee.
In so acting, we have reviewed (i) the original Declaration of
Trust of each of Circus Finance I and Circus Finance II, each dated as of
June 23, 1998, and (ii) the form of Amended and Restated Declaration of Trust
for each of Circus Finance I and Circus Finance II (each an "Amended Trust
Agreement"). Our opinion is based upon the Internal Revenue Code of 1986, as
amended, and Treasury Regulations promulgated thereunder, administrative
pronouncements by the Internal Revenue Service, judicial decisions, and such
other legal authorities as we have deemed necessary or appropriate for
purposes of our opinion, as each exists on the date of this letter. Existing
tax laws may be changed by legislation or promulgation
Circus Circus Enterprises, Inc.
August 3, 1998
Page 2
of regulations or may be interpreted differently than they are at present by
the Internal Revenue Service or the courts, and such changes may alter the
conclusion set forth in this letter.
In connection with issuance pursuant to the Registration Statement
of the Preferred Securities, you have requested that we render the opinion
set forth below. In rendering our opinion, we have examined and relied upon
representations and warranties as to factual matters made in or pursuant to
the documents referred to above and upon the originals, or copies certified
or otherwise identified to our satisfaction, of such records, documents,
certificates or other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below. We have not,
however, undertaken any independent investigation of any factual matter set
forth in any of the foregoing. We also have assumed that the Amended Trust
Agreements will be duly executed and delivered substantially in the form of
Exhibits 4(gg) and 4(hh) to the Registration Statement, that the Amended
Trust Agreements will be valid and enforceable in accordance with their terms
and that the Circus Finance Trusts will at all times comply with the Delaware
Business Trust Act and the terms of the Amended Trust Agreements. Our opinion
addresses only United States federal income tax considerations of general
application relevant to a beneficial owner acquiring Preferred Securities
upon original issue at the original offering price that is (i) an individual
citizen or resident of the United States, (ii) a corporation or partnership
created or organized in or under the laws of the United States or any state
thereof or the district of Columbia or (iii) an estate or trust treated as a
United States person for federal income tax purposes.
Subject to the foregoing and to the qualifications and limitations
set forth herein, the statements relating to issuance of the Preferred
Securities set forth in the Prospectus Supplement forming a part of the
Registration Statement (the "Prospectus Supplement"), under the caption
"Certain Federal Income Tax Consequences," insofar as they relate to matters
of law or legal conclusions, constitute our opinion.
Our opinion is limited to the United States federal income tax
matters addressed, and no opinion is rendered as to any other issue. In
addition, our conclusions are based upon United States federal income tax law
currently in effect, which is subject to change on a prospective or
retroactive basis, representations concerning relevant facts that exist as of
the date hereof and the assumptions described above. If any assumption or
representation described above is not true, correct and complete, or in the
event of a change in United States federal income tax law adversely affecting
the conclusions set forth in this letter or in the Prospectus Supplement
under "Certain Federal Income Tax Consequences," our opinion shall be void
and of no force or effect. We undertake no obligation to update our opinion
at any time. Our opinion is not binding on the courts or on any
administrative agency, and a court or agency may hold or act to the contrary.
This opinion is addressed solely to you, and no other person may
rely on it, provided, however, that we hereby consent to the filing of this
opinion as an exhibit to the
Circus Circus Enterprises, Inc.
August 3, 1998
Page 3
Registration Statement and to the use of our name under the captions "Certain
Federal Income Tax Consequences" and "Legal Opinions" in the Prospectus
Supplement. In giving such consent, we do not thereby concede that we are
within the category of persons whose consent is required under Section 7 of
the 1933 Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP