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EXHIBIT 5.1
[MORRISON & FOERSTER LLP LETTERHEAD]
September 17, 2001
Boyd Gaming Corporation
2950 Industrial Road
Las Vegas, Nevada 89109
Re: $200,000,000 9 1/4% Senior Notes Due 2009; Registration Statement on
Form S-4
Ladies and Gentlemen:
We have acted as counsel for Boyd Gaming Corporation, a Nevada corporation
(the "Company"), and certain of its subsidiaries, Blue Chip Casino, LLC, an
Indiana limited liability company, Boyd Atlantic City, Inc., a New Jersey
corporation, Boyd Indiana, Inc., an Indiana corporation, Boyd Kenner, Inc., a
Louisiana corporation, Boyd Louisiana L.L.C., a Nevada limited liability
company, Boyd Tunica, Inc., a Mississippi corporation, California Hotel and
Casino, a Nevada corporation, California Hotel Finance Corporation, a Nevada
corporation, Eldorado, Inc., a Nevada corporation, Mare-Bear, Inc., a Nevada
corporation, M.S.W., Inc., a Nevada corporation, Par-A-Dice Gaming Corporation,
an Illinois corporation, Sam-Will, Inc., a Nevada corporation, and Treasure
Chest Casino, L.L.C., a Louisiana limited liability company (collectively, the
"Guarantors"), in connection with a registration statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended, for the
registration of up to an aggregate of $200,000,000 principal amount of 9 1/4%
Senior Notes Due 2009 (the "Exchange Notes") by the Company, and the
registration of guarantees of the Exchange Notes (the "Guarantees") issued by
the Guarantors, in connection with the exchange offer (the "Exchange Offer") of
$200,000,000 in previously issued 9 1/4% Senior Notes Due 2009 (the "Old Notes")
for the Exchange Notes. The Exchange Notes will be issued pursuant to the terms
and conditions of, and in the forms set forth in, an indenture (the "Indenture")
by and among the Company, the Guarantors named therein and The Bank of New York,
a New York banking corporation, as trustee (the "Trustee"), the form of which is
filed as an exhibit to the Registration Statement. The Exchange Notes, the
Guarantees and the Indenture are collectively referred to hereinafter as the
"Documents."
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September 17, 2001
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In connection with this opinion, we have examined originals or copies of
the Documents. In addition, we have examined such records, documents,
certificates of public officials and of the Company, made such inquiries of
officials of the Company, and considered such questions of law as we have deemed
necessary for the purpose of rendering the opinions set forth herein.
In connection with this opinion, we have assumed the genuineness of all
signatures, the authenticity of all items submitted to us as originals, and the
conformity with originals of all items submitted to us as copies. We have also
assumed that each party to the Documents, other than the Company and the
Guarantors, has the power and authority to execute and deliver, and to perform
and observe the provisions of, the Documents, and has duly authorized, executed
and delivered the Documents, that the indenture constitutes the legal, valid and
binding obligations of the Trustee, and that the Indenture has been duly
authenticated by the Trustee and will be duly qualified under the Trust
Indenture Act of 1939, as amended. We have also assumed compliance with all
applicable state securities and "Blue Sky" laws.
The opinions hereinafter expressed are subject to the following
qualifications and exceptions:
(i) The effect of bankruptcy, insolvency, reorganization, arrangement,
moratorium, or other similar laws relating to or affecting the rights of
creditors generally, including, without limitation, laws relating to fraudulent
transfers or conveyances, preferences and equitable subordination;
(ii) Limitations imposed by general principles of equity upon the
availability of equitable remedies or the enforcement of provisions of the
Documents; and the effect of judicial decisions which have held that certain
provisions are unenforceable where their enforcement would violate the implied
covenants of good faith and fair dealing, or would be commercially unreasonable,
or where their breach is not material;
(iii) We express no opinion as to the effect on the opinions expressed
herein of (a) the compliance or non-compliance of any party to the Documents
(other than the Company and the Guarantors) with any laws or regulations
applicable to it, or (b) the legal or regulatory status or the nature of the
business of any such party (other than the Company or the Guarantors);
(iv) The effect of judicial decisions which may permit the introduction of
extrinsic evidence to supplement the terms of the Documents or to aid in the
interpretation of the Documents;
(v) We express no opinion as to the enforceability of provisions of the
Documents imposing, or which are construed as effectively imposing, penalties or
forfeitures;
(vi) the enforceability of provisions of the Documents that purport to
establish evidentiary standards or make determinations conclusive;
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Boyd Gaming Corporation
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(vii) The enforceability of any indemnification or contribution provisions
in the Documents which may be limited or prohibited by federal or state
securities laws or by public policy;
(viii) We express no opinion as to the enforceability of the waiver of stay
or extension laws contained in Section 4.05 of the Indenture; and
(ix) We express no opinion as to the enforceability of any choice of law
provisions contained in the Documents or the enforceability of any provisions
which purport to establish a particular court as the forum for adjudication of
any controversy relating to the Documents or which purport to cause any party to
waive or alter any right to a trial by jury or which waive objection to
jurisdiction.
Our opinion is based upon current statutes, rules, regulations, cases and
official interpretive opinions, and it covers certain items that are not
directly or definitively addressed by such authorities.
Based upon and subject to the limitations and qualifications set forth
herein, we are of the opinion that:
1. The Exchange Notes, when executed and authenticated in accordance with
the provisions of the Indenture and upon valid tender of the Old Notes to The
Bank of New York, as exchange agent for the Exchange Offer, and issuance of the
Exchange Notes in exchange for such tendered Old Notes in accordance with the
terms of the Registration Statement and the Indenture, will be legally issued
and binding obligations of the Company.
2. The Guarantees endorsed upon the Exchange Notes, when the Exchange Notes
are executed and authenticated in accordance with the provisions of the
Indenture and upon valid tender of the Old Notes to The Bank of New York, as
exchange agent for the Exchange Offer, and issuance of the Exchange Notes in
exchange for such tendered Old Notes in accordance with the terms of the
Registration Statement and the Indenture, will be legally issued and binding
obligations of the Guarantors.
We express no opinion as to matters governed by laws of any jurisdiction
other than the following as in effect on the date hereof: the substantive laws
of the State of New York (including its applicable choice of law rules); Nevada
law (in sole reliance of the opinion of McDonald Carano Wilson McCune Bergin
Frankovich & Hicks LLP ("McDonald")); Mississippi law (in sole reliance on the
opinion of Watkins Ludlam Winter & Stennis, P.A. ("Watkins")); Indiana law (in
sole reliance on the opinion of Ice Miller ("Ice")); Louisiana law (in sole
reliance on the opinion of McGlinchey, Stafford & Lang ("McGlinchey")); Illinois
law (in sole reliance on the opinion of More Law Group, P.C. ("More")); New
Jersey law (in sole reliance on the opinion of Cooper Perskie April Niedelman
Wagenheim & Levenson ("Cooper")); and the federal laws (other than laws related
to gaming) of the United States of
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America. Insofar as the foregoing opinions relate to the matters of state or
federal laws covered by such opinions, our opinions are subject to all of the
exceptions, limitations and qualifications set forth in those opinions. With
respect to matters involving state and federal gaming laws that are covered by
the opinions of McDonald, Watkins, Ice, McGlinchey, More and Cooper referred to
above, we are relying solely on those opinions as they relate to the opinions
expressed herein and we express no other opinions concerning such laws.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and any amendments thereto and to the reference to our
firm under the caption "Legal Matters" in the prospectus included therein.
Very truly yours,
/s/ Morrison & Foerster LLP