Exhibit 5
[LETTERHEAD OF LEBOEUF, LAMB, GREENE & MacRae L.L.P.]
125 West 55th Street
New York, NY 10019-5389
(212) 424-8000
Facsimile: (212) 424-8500
June 13, 2003
Trump Casino Holdings, LLC
Trump Casino Funding, Inc.
1000 Boardwalk
Atlantic City, New Jersey 08401
Re: Registration Statement on Form S-4 (File No. 333-104916)
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Dear Sirs:
We have acted as counsel for Trump Casino Holdings, LLC, a Delaware limited
liability company ("TCH") and Trump Casino Funding, Inc., a Delaware corporation
("Funding" and, together with TCH, the "Issuers"), and the Guarantors identified
below in connection with the preparation and filing with the Securities and
Exchange Commission by the Issuers and the Guarantors of a registration
statement on Form S-4, File No. 333-104916 (the "Registration Statement")
relating to the registration under the Securities Act of 1933, as amended (the
"Act") of (i) up to $425,000,000 principal amount of 11-5/8% First Priority
Mortgage Notes due 2010 (the "First Priority Exchange Notes"), (ii) up to
$50,000,000 principal amount of 17-5/8% Second Priority Mortgage Notes due 2010
(the "Second Priority Exchange Notes"), and (iii) the joint and several
guarantees of the First Priority Exchange Notes and the Second Priority Exchange
Notes by the Guarantors (collectively, the "Guarantees"). Pursuant to the
Registration Statement, the Issuers are offering, in two concurrent exchange
offers, First Priority Exchange Notes for an equal principal amount of their
outstanding 11-5/8% First Priority Mortgage Notes due 2010 (the "Original First
Priority Notes"), and Second Priority Exchange Notes for an equal principal
amount of their outstanding 17-5/8% Second Priority Mortgage Notes due 2010 (the
"Original Second Priority Notes" and, together with the Original First Priority
Notes, the "Original Notes"). The Original Notes were issued and sold in
transactions exempt from registration under the Act. The Original First Priority
Notes were issued, and the First Priority Exchange Notes will be issued,
pursuant to an indenture (the " First Note Indenture"), dated as of March 25,
2003, among the Issuers and U.S. Bank, National Association, as trustee, and
each of the following entities as guarantors: Trump Marina Associates, L.P., a
New Jersey limited
Trump Casino Holdings, LLC
Trump Casino Funding, Inc.
June 13, 2003
Page 2
partnership, Trump Marina, Inc., a New Jersey corporation, Trump Indiana, Inc.,
a Delaware corporation, Trump Indiana Realty, LLC, a Delaware limited liability
company, THCR Management Holdings, LLC, a Delaware limited liability company,
and THCR Management Services, LLC, a Delaware limited liability company
(collectively, the "Guarantors"). The Original Second Priority Notes were
issued, and the Second Priority Exchange Notes will be issued, pursuant to an
indenture (the "Second Priority Note Indenture"), dated as of March 25, 2003,
among the Issuers, U.S. Bank, National Association, as trustee, and the
Guarantors. The First Priority Exchange Notes and the Second Priority Exchange
Notes are referred to herein collectively as the "Exchange Notes" and the First
Note Indenture and the Second Note Indenture are referred to herein collectively
as the "Indentures." The Exchange Notes will be issued upon consummation of the
exchange offers described in the Registration Statement (the "Exchange Offers").
Capitalized terms used herein without definition have the meanings ascribed to
such terms in the Registration Statement.
In connection with the opinions set forth herein, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement and (ii) the Indentures. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Issuers and Guarantors, and have made such inquiries of
such officers and representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
In connection with this opinion, we have assumed that the Registration
Statement and any amendments thereto (including post-effective amendments) will
have become effective and that the Exchange Notes will be issued and exchanged
for Original Notes in compliance with applicable federal and state securities
laws and in the manner described in the Registration Statement. We have also
assumed that the execution and delivery of the Indentures and the Guarantees
have been duly authorized by Trump Marina Associates and Trump Marina, Inc., and
that the Indentures have been duly authorized, executed and delivered by the
Trustee.
Based upon and subject to the foregoing, we are of the opinion that:
1. When the Exchange Notes have been duly executed by the Issuers and
authenticated by the Trustee in accordance with the Indentures and exchanged by
the Issuers for Original Notes pursuant to the Exchange Offers, the Exchange
Notes will be legally issued and will constitute valid and binding obligations
of the Issuers, enforceable against the Issuers in accordance with their
respective terms.
2. When the Exchange Notes have been duly executed by the Issuers and
authenticated by the Trustee in accordance with the Indentures and exchanged by
the Issuers for Original Notes pursuant to the Exchange Offers, the Guarantees,
when duly executed by the Guarantors,
Trump Casino Holdings, LLC
Trump Casino Funding, Inc.
June 13, 2003
Page 3
will be valid and binding obligations of the Guarantors, enforceable against
each Guarantor in accordance with their respective terms.
In expressing the opinions set forth above, we express no opinion as to the
validity, binding effect or enforceability of (i) provisions to the effect that
terms may not be waived or modified except in writing and other provisions to
the effect that failure to exercise, or delay in exercising, rights or remedies
will not operate as a waiver of any such right or remedy, or (ii) disclaimers,
liability limitations with respect to third parties, releases, legal or
equitable discharge of defenses, liquidated damages provisions, provisions
purporting to waive the benefit of statutory or common law rights, or provisions
releasing a party from, or indemnifying a party against, liability for its own
wrongful or grossly negligent acts.
The foregoing opinions are subject to:
(a) the effects of applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or conveyance and similar laws from
time to time in effect affecting creditors' rights generally and
general principles of equity (regardless of whether such principles
are considered in a proceeding in equity or at law); and
(b) the effects of the Casino Control Act of the State of New Jersey, the
regulations adopted pursuant thereto, and rulings of the New Jersey
Casino Control Commission, as such laws, regulations and rulings may
now or hereafter be in effect and other state gaming laws applicable
to the Issuers or the Guarantors, the regulations adopted pursuant
thereto, and rulings from other state gaming authorities, as such
laws, regulations or rulings may now or hereafter be in effect.
The opinions expressed herein are limited exclusively to the federal laws
of the United States of America, the laws of the State of New York, the Delaware
General Corporation Law and the Delaware Limited Liability Company Act and we
are expressing no opinion as to the effect of the laws of any other
jurisdiction, domestic or foreign.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement. In
giving such consent, we do not hereby concede that we are within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission.
Trump Casino Holdings, LLC
Trump Casino Funding, Inc.
June 13, 2003
Page 4
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae LLP