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EXHIBIT 5
Fabian and Clendenin,
Attorneys at Law
215 South State, Twelfth Floor
Salt Lake City, UT 84111
Telephone: (801) 531-8900
P.O. Box 510210
Salt Lake City, UT 84151-0210
October 26, 2000
Venture Catalyst Incorporated
16868 Via Del Campo Court, #200
San Diego, CA 92127
Ladies and Gentlemen:
We have acted as Utah counsel to you with respect to your opinion to Venture
Catalyst Incorporated, a Utah corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-3 (Registration No. 333- ) (the
"Registration Statement") relating to the proposed public offering of an
aggregate of 579,105 shares (the "Shares") of its Common Stock, par value
$0.001 per share.
We have examined copies of (i) the Company's Articles of Incorporation and
Bylaws, each as amended to the date hereof and (ii) records of action taken by
the Board of Directors of the Company. We also have examined original or
reproduced or certified copies of such other documents, papers, statutes and
authorities, and have made such examinations of law, as we have deemed
necessary to form the basis of the opinions hereinafter expressed. In such
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all copies submitted to us. We have assumed that
copies of documents provided to us were complete copies which included all
relevant amendments and that any unsigned copies were copies of signed
originals duly executed by persons having authority to do so. We have also
assumed receipt by the Company of the stated consideration for the issuance of
the Shares. As to various questions of fact material to this opinion, we have
relied upon statements and certificates of officers and representatives of the
Company and others, and upon the representations and warranties of the Company
set forth in the Registration Statement.
Attorneys involved in the preparation of this opinion are admitted to
practice law in the State of Utah, and we do not purport to express any opinion
herein concerning, any law, rule or regulation other than the laws, rules and
regulations of the State of Utah.
Based upon and subject to the foregoing, we are of the opinion that the
Shares were legally issued and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to your reliance upon this opinion in the rendering
of your opinion with respect to the Registration Statement. In giving such
consent, we do not admit hereby that we come within Section 7 of the Act or the
Rules and Regulations of the Commission thereunder.
This opinion is solely for the benefit of rendering your opinion with
respect to the Registration Statement and reliance by the Company with respect
to the Registration Statement and may not be relied upon in any manner by any
other person or entity.
Very truly yours,
/s/ Fabian and Clendenin
Fabian and Clendenin
