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EXHIBIT 5
[WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP LETTERHEAD]
August 18, 2000
Mandalay Resort Group
3950 Las Vegas Boulevard South
Las Vegas, Nevada 89119
Re: Mandalay Resort Group
Registration of 10 1/4% Senior Subordinated Notes due 2007
Ladies and Gentlemen:
In connection with the registration by Mandalay Resort Group, a Nevada
corporation (the "Company"), of $500,000,000 in aggregate principal amount of
10 1/4% Senior Subordinated Notes due 2007 (the "Exchange Notes") on a Form S-4
registration statement (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "1933 Act"), you have requested our opinion with respect to the matters set
forth below. The Exchange Notes will be issued pursuant to an indenture, dated
as of July 24, 2000, by and between the Company and The Bank of New York, as
trustee (the "Indenture"). Capitalized terms used herein without definition have
the meanings given to them in the Indenture, a copy of which will be filed as an
exhibit to the Registration Statement.
In our capacity as your counsel in connection with the preparation and
filing of the Registration Statement, we are familiar with proceedings taken and
proposed to be taken by the Company in connection with the authorization and
issuance of the Exchange Notes, and for purposes of this opinion, we have
assumed such proceedings will be timely completed in the manner presently
proposed and the terms of such issuance will otherwise be in compliance with
law.
As such counsel, we have examined such matters of fact and questions of law
as we have considered appropriate for purposes of rendering the opinions
expressed herein. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We have, in rendering the opinions expressed herein, to the extent such
opinions involve matters of Nevada law, with your consent, and without any
independent investigation, relied solely and completely on the opinion of
Schreck Morris, a copy of which is included herewith as "Attachment A" (the
"Nevada Opinion").
We are members of the Bar of the State of New York and the opinions
expressed herein are limited to the effect on the subject transaction only of
the federal laws of the United States, the laws of the State of New York and, to
the extent that we have relied upon the Nevada Opinion, the laws of the State of
Nevada, and we express no opinion with respect to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction, or as to any matters
of municipal law or the laws of any other local agencies within any state. Our
opinions specifically incorporate by this reference the respective limitations,
qualifications and analyses set forth in the Nevada Opinion.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof, the Exchange Notes, when authenticated by
the Trustee and executed and delivered by the Company in accordance with the
terms of the Registration Rights Agreement and the Indenture, will constitute
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and except as
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Mandalay Resort Group
August 18, 2000
Page 2
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" in the prospectus included therein. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations
thereunder.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
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ATTACHMENT A
[SCHRECK MORRIS LETTERHEAD]
August 18, 2000
Mandalay Resort Group
3950 Las Vegas Boulevard South
Las Vegas, Nevada 89119
Re: Mandalay Resort Group
Registration of 10 1/4% Senior Subordinated Notes due 2007
Ladies and Gentlemen:
In connection with the registration by Mandalay Resort Group, a Nevada
corporation (the "Company"), of $500,000,000 in aggregate principal amount of
10 1/4% Senior Subordinated Notes due 2007 (the "Exchange Notes") on a Form S-4
registration statement (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "1933 Act"), you have requested our opinion with respect to the matters set
forth below. The Exchange Notes will be issued pursuant to an indenture, dated
as of July 24, 2000, by and between the Company and the Bank of New York, as
trustee (the "Indenture"). Capitalized terms used herein without definition have
the meanings given to them in the Indenture, a copy of which will be filed as an
exhibit to the Registration Statement.
In our capacity as your special Nevada counsel, we are familiar with the
proceedings taken and proposed to be taken by the Company in connection with the
authorization and issuance of the Exchange Notes, and for purposes of this
opinion, we have assumed such proceedings will be timely completed in the manner
presently proposed and the terms of such issuance will otherwise be in
compliance with law.
As such counsel, we have examined such matters of fact and questions of law
as we have considered appropriate for purposes of rendering the opinions
expressed herein. In our examination, we have assumed (i) the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as certified, conformed, photostatic or facsimile copies; (ii) that each natural
person executing any instrument, document, or agreement is legally competent to
do so, (iii) there are no oral or written modifications of or amendments to the
documents we have examined, and there has been no waiver of any of the
provisions thereof, by actions or conduct of the parties or otherwise; and
(iv) all corporate records made available to us by the Company and all public
records we have reviewed are accurate and complete.
We have been furnished with, and with your consent have relied upon,
certificates of officers of the Company with respect to certain factual matters.
In addition, we have obtained and relied upon such certificates and assurances
from public officials as we have deemed necessary or appropriate for purposes of
this opinion.
We are qualified to practice law in the State of Nevada. The opinions set
forth herein are expressly limited to the laws of the State of Nevada and we do
not purport to be experts on, or to express any opinion herein concerning, or to
assume any responsibility as to the applicability to or the effect on any of the
matters covered herein of, the laws of any other jurisdiction or as to matters
of municipal law or the laws of any other local agencies within the state. We
express no opinion concerning, and we assume no responsibility as to laws or
judicial decisions related to, or any orders, consents or other authorizations
or approvals as may be required by, any federal law, including any federal
securities law, or any state securities or Blue Sky laws.
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Mandalay Resort Group
August 18, 2000
Page 2
Based upon the foregoing, and having regard to legal considerations and
other information that we deem relevant, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada.
2. The Company has corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Registration
Statement and to enter into and perform its obligations under the Indenture and
the Registration Rights Agreement.
3. The execution and delivery of the Exchange Notes, the Indenture and the
Registration Rights Agreement have been duly authorized by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm therein under the caption
"Legal Matters." In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
General Rules and Regulations of the Commission promulgated thereunder. Wolf,
Block, Schorr and Solis-Cohen LLP may rely on this opinion for the sole purpose
of issuing its opinion, of even date herewith, to the Company, which opinion
will also be filed as an exhibit to the Registration Statement.
Very truly yours,
/s/ SCHRECK MORRIS
