<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ALLIANCE GAMING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEVADA 88-0104066
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
4380 BOULDER HIGHWAY, LAS VEGAS, NEVADA 89121
(702) 435-4200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ALLIANCE GAMING CORPORATION SUBSIDIARIES
<TABLE>
<S> <C> <C>
Alliance Holding Company 88-0359253 Nevada
BGII Acquisition Corp. Applied For Delaware
APT Games, Inc. 88-0161456 Nevada
Casino Electronics, Inc. 88-0151764 Nevada
Foreign Gaming Ventures, Inc. 88-0274702 Nevada
United Coin Machine Co. 88-0085163 Nevada
APT Coin Machines, Inc. 88-0161523 Nevada
Trolley Stop, Inc. 88-0245311 Nevada
Plantation Investments, Inc. 88-0250243 Nevada
Mizpah Investments, Inc. 88-0251796 Nevada
United Games, Inc. 88-0245642 Nevada
Slot Palace, Inc. 88-0245274 Nevada
WCAL, Inc. 88-0245271 Nevada
Double Eagle Hotel & Casino, Inc. 88-0251585 Nevada
FCJI, Inc. 88-0268512 Nevada
(STATE OR OTHER
(I.R.S. EMPLOYER JURISDICTION OF
(EXACT NAME OF REGISTRANTS AS IDENTIFICATION INCORPORATION OR
SPECIFIED IN THEIR CHARTERS) NOS.) ORGANIZATION)
United Native American, Inc. 88-0315171 Nevada
Native American Investments, Inc. 33-0589929 Delaware
Oregon Ventures, Inc. 88-274703 Nevada
Indiana Gaming Ventures, Inc. 88-0307743 Nevada
Mississippi Ventures, Inc. 88-0307742 Nevada
United Gaming of Iowa, Inc. 88-0318560 Nevada
United Gaming Rainbow 88-0307744 Nevada
Mississippi Ventures II, Inc. 88-0321191 Nevada
Vermont Financial Ventures, Inc. 88-0329758 Nevada
Missouri Ventures II, Inc. 88-0336728 Nevada
Louisiana Ventures, Inc. 88-0274662 Nevada
Alpine Willow Investments, Inc. Applied For California
Kansas Gaming Ventures, Inc. 88-0322395 Nevada
Pennsylvania Gaming Ventures I, Inc. 88-0349632 Nevada
(STATE OR OTHER
(I.R.S. EMPLOYER JURISDICTION OF
(EXACT NAME OF REGISTRANTS AS IDENTIFICATION INCORPORATION OR
SPECIFIED IN THEIR CHARTERS) NOS.) ORGANIZATION)
</TABLE>
----------------------------------------
JOHN W. ALDERFER
CHIEF FINANCIAL OFFICER
4380 BOULDER HIGHWAY
LAS VEGAS, NEVADA 89121
(702) 435-4200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------------------------
COPIES TO:
<TABLE>
<S> <C>
LAWRENCE LEDERMAN, Esq. NICHOLAS P. SAGGESE, Esq.
ARNOLD B. PEINADO, III, Esq. Skadden, Arps, Slate, Meagher & Flom
Milbank, Tweed, Hadley & McCloy 300 South Grand Avenue
1 Chase Manhattan Plaza Los Angeles, California 90071
New York, New York 10005 (213) 687-5000
(212) 530-5000
</TABLE>
----------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If the registrant elects to deliver its latest annual report to
security-holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-02147
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration number for
the same offering. / / ____________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) PRICE (1)
<S> <C> <C> <C>
% Senior Secured Notes due 2003........................ $14,000,000 98% $13,720,000
Guarantees (2)............................................ -- -- --
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
% Senior Secured Notes due 2003........................ $4,731
Guarantees (2)............................................ --
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) Alliance Holding Company, BGII Acquisition Corp., APT Games, Inc., Casino
Electronics, Inc., Foreign Gaming Ventures, Inc., United Coin Machine Co.,
APT Coin Machines, Inc., Trolley Stop, Inc., Plantation Investments, Inc.,
Mizpah Investments, Inc., United Games, Inc., Slot Palace, Inc., WCAL, Inc.,
Double-Eagle Hotel & Casino, Inc., FCJI, Inc., United Native American, Inc.,
Native American Investments, Inc., Oregon Ventures, Inc., Indiana Gaming
Ventures, Inc., Mississippi Ventures, Inc., United Gaming of Iowa, Inc.,
United Gaming Rainbow, Mississippi Ventures II, Inc., Vermont Financial
Ventures, Inc., Missouri Ventures II, Inc., Louisiana Ventures, Inc., Alpine
Willow Investments, Inc., Kansas Gaming Ventures, Inc. and Pennsylvania
Gaming Ventures I, Inc. are direct and indirect subsidiaries of Alliance
Gaming Corporation and each is registering its Guarantee of payment of the
principal of, premium, if any, and interest on the Senior Secured Notes
being registered hereby. Pursuant to Rule 457(a) under the Securities Act of
1933, no registration fee is required with respect to the Guarantees.
----------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Alliance Gaming
Corporation and its subsidiary guarantors with the Securities and Exchange
Commission (Registration No. 333-02147) pursuant to the Securities Act of 1933,
as amended, is incorporated by reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Alliance Gaming
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
ALLIANCE GAMING CORPORATION
By: /s/ JOHN W. ALDERFER*
--------------------------------------------
Name: John W. Alderfer
Title: Senior Vice President--Finance and
Administration, Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE* Chairman of the Board of Directors,
------------------------------------------- President and Chief Executive Officer June 14, 1996
Steve Greathouse (Principal Executive Officer)
Senior Vice President-Finance and
/s/ JOHN W. ALDERFER* Administration, Chief Financial Officer
------------------------------------------- and Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ANTHONY DICESARE
------------------------------------------- Director and Executive Vice June 14, 1996
Anthony DiCesare President-Development
------------------------------------------- Director (Vice Chairman of the Board) June 14, 1996
Dr. Craig Fields
/s/ JOEL KIRSCHBAUM*
------------------------------------------- Director June 14, 1996
Joel Kirschbaum
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
/s/ DAVID ROBBINS*
------------------------------------------- Director June 14, 1996
David Robbins
</TABLE>
<PAGE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Alliance Holding
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
ALLIANCE HOLDING COMPANY
By: /s/ STEVE GREATHOUSE*
--------------------------------------
Name: Steve Greathouse
Title: President/Treasurer/Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE* Director, President and Treasurer
------------------------------------------- (Principal Executive Officer, Financial June 14, 1996
Steve Greathouse and Accounting Officer)
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, BGII Acquisition
Corp. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
BGII ACQUISITION CORP.
By: /s/ STEVE GREATHOUSE*
--------------------------------------
Name: Steve Greathouse
Title: President/Treasurer/Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE* Director, President and Treasurer
------------------------------------------- (Principal Executive Officer, Financial June 14, 1996
Steve Greathouse and Accounting Officer)
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, APT Games, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
APT GAMES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- Director and President June 14, 1996
Steve Greathouse (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Casino
Electronics, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
CASINO ELECTRONICS, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President June 14, 1996
Steve Greathouse (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Foreign Gaming
Ventures, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
FOREIGN GAMING VENTURES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President June 14, 1996
Steve Greathouse (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, United Coin
Machine Co. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
UNITED COIN MACHINE CO.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ ROBERT L. MIODUNSKI*
------------------------------------------- President June 14, 1996
Robert L. Miodunski (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ STEVE GREATHOUSE*
------------------------------------------- Director June 14, 1996
Steve Greathouse
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, APT Coin
Machines, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
APT COIN MACHINES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ ROBERT L. SAXTON*
------------------------------------------- President June 14, 1996
Robert L. Saxton (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Trolley Stop,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
TROLLEY STOP, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ ROBERT L. SAXTON*
------------------------------------------- President June 14, 1996
Robert L. Saxton (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Plantation
Investments, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
PLANTATION INVESTMENTS, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ ROBERT L. SAXTON*
------------------------------------------- President June 14, 1996
Robert L. Saxton (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Mizpah
Investments, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
MIZPAH INVESTMENTS, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ ROBERT L. SAXTON*
------------------------------------------- President June 14, 1996
Robert L. Saxton (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, United Games,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
UNITED GAMES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President June 14, 1996
Steve Greathouse (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Slot Palace,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
SLOT PALACE, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ ROBERT L. SAXTON*
------------------------------------------- President June 14, 1996
Robert L. Saxton (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WCAL, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
WCAL, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ ROBERT L. SAXTON*
------------------------------------------- President June 14, 1996
Robert L. Saxton (Principal Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Double Eagle
Hotel & Casino, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
DOUBLE EAGLE HOTEL & CASINO, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, FCJI, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
FCJI, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ JOHN W. ALDERFER* President and Treasurer (Principal
------------------------------------------- Executive, Financial and Accounting June 14, 1996
John W. Alderfer Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, United Native
American, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
UNITED NATIVE AMERICAN, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Financial and June 14, 1996
Steve Greathouse Accounting Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Native American
Investments, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
NATIVE AMERICAN INVESTMENTS, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Director and Treasurer (Principal June 14, 1996
John W. Alderfer Financial and Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Oregon Ventures,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
OREGON VENTURES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Indiana Gaming
Ventures, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
INDIANA GAMING VENTURES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Mississippi
Ventures, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
MISSISSIPPI VENTURES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, United Gaming of
Iowa, Inc. certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
UNITED GAMING OF IOWA, INC.
By: /s/ STEVE GREATHOUSE*
--------------------------------------
Name: Steve Greathouse
Title: President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE* President and Treasurer (Principal
------------------------------------------- Executive, Financial and Accounting June 14, 1996
Steve Greathouse Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, United Gaming
Rainbow certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-2 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on June 14, 1996.
UNITED GAMING RAINBOW
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Mississippi
Ventures II, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
MISSISSIPPI VENTURES II, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vermont
Financial Ventures, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-2 and has duly caused
this registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
VERMONT FINANCIAL VENTURES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Missouri
Ventures II, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
MISSOURI VENTURES II, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Director and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- Director and President (Principal June 14, 1996
Steve Greathouse Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Director and Treasurer (Principal June 14, 1996
John W. Alderfer Financial and Accounting Officer)
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Louisiana
Ventures, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
LOUISIANA VENTURES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Alpine Willow
Investments, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
ALPINE WILLOW INVESTMENTS, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Chief Executive
Officer/Secretary/Chief
Financial Officer/Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
Chief Executive Officer/Secretary/ Chief
/s/ JOHN W. ALDERFER* Financial Officer/Director (Principal
------------------------------------------- Executive, Financial and Accounting June 14, 1996
John W. Alderfer Officer)
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kansas Gaming
Ventures, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
KANSAS GAMING VENTURES, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- President (Principal Executive Officer) June 14, 1996
Steve Greathouse
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pennsylvania
Gaming Ventures I, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
PENNSYLVANIA GAMING VENTURES I, INC.
By: /s/ JOHN W. ALDERFER*
--------------------------------------
Name: John W. Alderfer
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/s/ STEVE GREATHOUSE*
------------------------------------------- Director and President (Principal June 14, 1996
Steve Greathouse Executive Officer)
/s/ JOHN W. ALDERFER*
------------------------------------------- Treasurer (Principal Financial and June 14, 1996
John W. Alderfer Accounting Officer)
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
</TABLE>
*By: /s/ ANTHONY DICESARE
- -----------------------------------------
Anthony DiCesare,
as Attorney-in-fact
<PAGE>
Exhibit 5.1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
June 14, 1996
Alliance Gaming Corporation
4380 Boulder Highway
Las Vegas, Nevada 89121
Re: Alliance Gaming Corporation
Senior Secured Notes due 2003
Ladies and Gentlemen:
We are acting as special counsel for Alliance Gaming Corporation, a Nevada
corporation ("Alliance"), in connection with the proposed offering (the
"Offering") of $154,000,000 principal amount of Alliance's Senior Secured Notes
due 2003 (the "Notes"). The Notes are to be issued pursuant to an Indenture
(the "Indenture") proposed to be entered into between Alliance and United States
Trust Company of New York, as trustee. The Notes are to be guaranteed by
certain subsidiaries of Alliance, identified in the Indenture (the "Guarantors")
pursuant to guarantees set forth in the Indenture (the "Guarantees", and
together with the Notes, the "Securities"). In connection with the Offering,
Alliance has filed registration statements on Form S-2 (the "Registration
Statement") with the Securities and Exchange Commission for the purpose of
registering the Securities under the Securities Act of 1933, as amended.
We have examined originals, or copies certified to our satisfaction, of
such corporate records of Alliance and the Guarantors, certificates of public
officials, certificates of officers and representatives of Alliance and the
Guarantors and other documents as we have deemed necessary as a basis for the
opinions hereinafter expressed. In our examination we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity with the originals of all documents submitted
to us as copies. As to various questions of fact material to such opinions we
have, when relevant facts were not independently established, relied upon
certifications by officers of Alliance and the Guarantors and other appropriate
persons and statements contained in the Registration Statement.
Based on the foregoing, and having regard to legal considerations which we
deem relevant, we are of the opinion that when the Indenture is duly authorized,
<PAGE>
executed and delivered, and when the Securities have been duly authorized,
executed, authenticated and issued in accordance with the terms of the Indenture
and delivered against payment therefor in accordance with the terms of the
underwriting agreement pursuant to which the Securities will be offered, the
Securities will constitute legal, valid and binding obligations of Alliance or
the Guarantors, as the case may be, entitled to the benefits of, and subject to
the provisions of, the Indenture, and except (a) as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws of
general applicability affecting the enforcement of creditors' rights, and (b)
that such enforceability may be limited by the application of general principles
of equity (regardless of whether considered in a proceeding in equity or at
law), including without limitation (i) the possible unavailability of specific
performance, injunctive relief or any other equitable remedies and (ii) concepts
of materiality, reasonableness, good faith and fair dealing.
We wish to point out that the obligations of Alliance and the Guarantors,
and the rights and remedies of the trustee, under the Indenture may be subject
to possible limitations upon the exercise of remedial or procedural provisions
contained therein, but such limitations do not in our opinion (but subject to
the foregoing qualifications) make the remedies and procedures that will be
afforded to the trustee inadequate for the practical realization of the
substantive benefits purported to be provided to the trustee by the Indenture.
We do not express any opinion as to the applicability to the obligations of
any Guarantor (or the enforceability of such obligations) of Section 548 of
chapter 11 of Title 11 of the United States Code, as amended, or any other
provision of law related to fraudulent conveyances, transfers or obligations.
We do not express any opinion as to matters governed by any laws other than
the laws of the State of New York and the Federal laws of the United States of
America.
We hereby consent to the reference to us under the heading "Legal Matters"
in the Prospectus constituting a part of the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
Milbank, Tweed, Hadley & McCloy
<PAGE>
June 14, 1996
Alliance Gaming Corporation
4380 Boulder Highway
Las Vegas, NV 89121
Re: Federal Income Tax Considerations
Relating to the Senior Secured Notes
------------------------------------
Dear Sirs:
We have acted as counsel to Alliance Gaming Corporation
("Alliance") in connection with the proposed offering of $154 Million of its
12 7/8% Senior Secured Notes due 2003, as described in Alliance's
Registration Statement on Form S-2 (the "Registration Statement"), filed on
this date with the Securities and Exchange Commission, and any amendments and
supplements thereto. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us under the
headings "Material Federal Income Tax Consequences To Holders of Senior
Secured Notes" in the prospectus contained in the Registration Statement.
In rendering our opinion, we have examined and are familiar with
originals or copies, certified or otherwise
<PAGE>
2 June 14, 1996
identified to our satisfaction, of such documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such copies. As
to any facts material to this opinion that we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of Alliance.
Subject to the assumptions, qualifications and comments in this
letter, we are of the opinion that the statements in the prospectus contained in
the Registration Statement with respect to United States Federal income taxation
under the heading "Material Federal Income Tax Consequences To Holders of
Senior Secured Notes," to the extent they constitute matters of law or legal
conclusions, are correct in all material respects.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Alliance Gaming Corp.:
We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the registration statement. As noted
under the captions "Forecast of Operations" and "Experts", KPMG Peat Marwick LLP
has not examined the Forecast presented under "Forecast of Operations" and,
accordingly we do not express an opinion or any other form of assurance with
respect thereto.
KPMG PEAT MARWICK LLP
Las Vegas, Nevada
June 14, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-2 of
our report, dated February 13, 1996, on our audits of the consolidated financial
statements of Bally Gaming International, Inc. We also consent to the reference
to our firm under the caption "Experts." As noted under the captions "Forecast
of Operations" and "Experts," Coopers & Lybrand L.L.P. neither examined nor
compiled nor had any other involvement with the preparation of the accompanying
prospective financial information included in this registration statement and,
accordingly, we do not express an opinion or any other form of assurance with
respect thereto, nor do we assume any responsibility for such prospective
financial information.
COOPERS & LYBRAND L.L.P.
Las Vegas, Nevada
June 13, 1996
