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EXHIBIT 99.(H)
July 14, 2000
Pinnacle Entertainment, Inc.
330 North Brand Boulevard, Suite 1100
Glendale, California 91203
Gentlemen:
We have acted as counsel for Pinnacle Entertainment, Inc., a Delaware
corporation ("Pinnacle"), in connection with (i) the preparation, execution, and
delivery of the Agreement and Plan of Merger (the "Merger Agreement"), dated as
of April 17, 2000, by and among PH Casino Resorts, Inc., a Delaware corporation
("PHCR"), Pinnacle, and Pinnacle Acquisition Corporation, a Delaware corporation
("Pinnacle Acq Corp") (PHCR, Pinnacle, and Pinnacle Acq Corp are sometimes
referred to collectively as the "Parties"), and certain documents related or
incidental thereto and (ii) the transactions to be effected thereunder. You
have requested our opinion that the discussion in the Proxy Statement of
Pinnacle Entertainment, Inc. relating to the annual meeting of stockholders to
be held August 2000 (the "Proxy Statement") under the caption "Federal Income
Tax Matters," insofar as such discussion relates to statements of law or legal
conclusions, is fair and accurate in all material respects.
In connection with this opinion, we have reviewed such documents as we have
found necessary or appropriate, including the Merger Agreement, Proxy Statement
and related documents pertaining to the merger of Pinnacle Acq Corp with and
into Pinnacle (the "Merger"). In expressing our opinion, we are relying upon,
and the opinion stated in this letter is expressly based upon, the information
and representations contained in the documents provided to us by the Parties and
the information and representations provided in our discussions with
representatives of the Parties. We assume that the documents and information
provided to us present an accurate and complete description of all of the facts
relevant to the Merger.
Based upon the foregoing, and assuming that the transactions contemplated
by the documents referred to above are consummated in accordance with their
terms, we are of the opinion, subject to all the qualifications, limitations,
and assumptions set forth herein, that the discussion in the Proxy Statement
under the caption "Federal Income Tax Matters," insofar as such discussion
relates to statements of law or legal conclusions (the "Discussion"), is fair
and accurate in all material respects.
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Pinnacle Entertainment, Inc.
July 14, 2000
Page 2
In expressing this opinion we mean that, if the Internal Revenue Service
(the "IRS") were to assert a position contrary to the conclusions described in
the Discussion, the conclusions described in the Discussion, if properly
presented to a court should prevail. The IRS may take positions contrary to such
conclusions and there is a risk that such IRS positions might ultimately be
sustained by the courts. Our opinion is not binding on the IRS or the courts,
and should not be construed as a guarantee of ultimate results.
The opinion set forth in the Discussion is based on our interpretation of
the applicable provisions of the Internal Revenue Code of 1986, as amended and
the Income Tax Regulations promulgated thereunder, and administrative and
judicial interpretations thereof, all as currently in effect. Any or all of
these could change, and any such change could require a conclusion or
conclusions different from the opinion expressed in the Proxy Statement. We do
not undertake to advise you as to any future changes in the Code, the
Regulations, or administrative or judicial interpretations of either that may
affect our opinion unless we are specifically retained to do so.
This opinion is being delivered to you in our capacity as counsel for
Pinnacle, for the purpose of being included as an exhibit to the Proxy
Statement. We hereby consent to such inclusion. In giving the above consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations promulgated thereunder.
Very truly yours,
/s/ Irell & Manella LLP
