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EXHIBIT 5
OPINION OF WYATT, TARRANT & COMBS, LLP
December 18, 2000
CHURCHILL DOWNS INCORPORATED
700 Central Avenue
Louisville, Kentucky 40208
Ladies and Gentlemen:
We have acted as legal counsel to Churchill Downs Incorporated, Inc.
(the "Company") in connection with the preparation of a Registration Statement
on Form S-3 under the Securities Act of 1933, as amended ("Registration
Statement"), relating to 200,000 shares of the Company's common stock, no par
value ("Shares"), and a like number of related Preferred Share Purchase Rights
(the "Rights") issued with the Shares, to be sold by a certain "selling
stockholder."
We have examined and are familiar with the Amended and Restated
Articles of Incorporation, and Restated Bylaws of the Company, and the various
corporate records and proceedings relating to the organization of the Company
and the filing of the Registration Statement. We have also examined such other
documents and proceedings as we have considered necessary for the purpose of
this opinion.
Based on the foregoing, it is our opinion that (i) the Shares have been
validly issued and are fully paid and non-assessable and (ii) the Rights
constitute valid, binding and legal obligations of the Company (except as such
validity may be limited by bankruptcy, insolvency, moratorium, or other similar
laws presently or hereafter in effect, affecting the enforcement of creditors'
rights generally, and by general and equitable principles which may restrict the
availability or enforceability of rights or remedies, as to which we express no
opinion).
We expressly disclaim any responsibility for advising you of any change
hereafter occurring in circumstances touching or concerning the transaction
which is the subject of this opinion, including any changes in the law or in
factual matters occurring subsequent to the date of this opinion.
We are members of the Bar of the Commonwealth of Kentucky and do not
purport to be experts on the laws of any jurisdiction other than the
Commonwealth of Kentucky and the Federal laws of the United States of America,
and we express no opinion as to the laws of any jurisdiction other than those
specified. Our opinion addresses only the specific legal matters set forth
above.
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Churchill Downs Incorporated
December 18, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and with such state securities administrators as may
require such opinion of counsel for the registration of the Shares and the
Rights, and to the reference to this firm under the heading "Legal Matters" in
the Prospectus. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
WYATT, TARRANT & COMBS, LLP
/s/ Wyatt, Tarrant & Combs, LLP
