Exhibit 5.1
[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
July 3, 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.
July 3, 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 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.
July 3, 2003
Page 3
will be valid and binding obligations of the Guarantors, enforceable against
each Guarantor in accordance with their respective terms.
The foregoing opinions are subject to 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).
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 and the State
of New Jersey, 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. The opinions expressed
herein relating to matters of New Jersey law are based entirely on the opinion
of Graham, Curtin & Sheridan, a Professional Association, a copy of which is
filed as an exhibit to the Registration Statement.
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.
July 3, 2003
Page 4
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae LLP