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EXHIBIT 5
[PAUL, HASTINGS, JANOFSKY & WALKER LLP LETTERHEAD]
July 26, 2000
Venture Catalyst Incorporated
16868 Via Del Campo Court, Suite 200
San Diego, California 92127
Re: Venture Catalyst Incorporated
1995 Stock Option Plan, as amended
Ladies and Gentlemen:
We have acted as counsel for Venture Catalyst Incorporated, a Utah
corporation (the "Company"), in connection with the Venture Catalyst
Incorporated 1995 Stock Option Plan, as amended (the "Amended Plan"). We have
examined such documents, records, and matters of law as we have deemed necessary
for purposes of this opinion, and based thereupon we are of the opinion that the
shares of the Company's common stock, $.001 par value per share (the "Common
Stock"), which are to be registered under the Registration Statement
(hereinafter defined) and that may be issued and sold pursuant to the Amended
Plan will be, when issued and sold in accordance with the Amended Plan, duly
authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 to be filed by the Company on or about July
26th, 2000, to effect registration of the shares of Common Stock to be issued
and sold pursuant to the Amended Plan under the Securities Act of 1933, as
amended (the "Registration Statement").
Respectfully submitted,
/s/ PAUL HASTINGS JANOFSKY & WALKER LLP
