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EXHIBIT 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
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TEL (212) 715-9100 47, AVENUE HOCHE
FAX (212) 715-8000 75008 PARIS
FRANCE
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December 27, 2000
Autotote Corporation
750 Lexington Avenue, 25th Floor
New York, New York 10022
Re: Autotote Corporation Registration Statement on Form S-4
(Registration No. 333-51000)
Ladies and Gentlemen:
We have acted as special New York counsel to Autotote Corporation, a
Delaware corporation (the "Company"), Autotote Enterprises Inc., a Connecticut
corporation ("Enterprises"), Marvin H. Sugarman Productions, Inc., a New York
corporation ("Sugarman"), Autotote Keno Corporation, a Nebraska corporation
("Keno"), ACRA Acquisition Corp., a New Jersey corporation ("ACRA Acquisition"),
Autotote Gaming, Inc., a Nevada corporation ("Gaming"), and Autotote
Systems, Inc. ("Systems"), Autotote International, Inc. ("International"),
Autotote Management Corporation ("Management"), Autotote Lottery Corporation
("Lottery"), Autotote Dominicana, Inc. ("Dominicana"), Scientific Games Holdings
Corp. ("SG Holdings"), Scientific Games Finance Corporation ("SG Finance"),
Scientific Games (Greece), Inc. ("SG Greece"), Scientific Games
Acquisition, Inc. ("SG Acquisition"), SciGames France Inc. ("SG France"),
Scientific Games Inc. ("SciGames") and Scientific Games Royalty Corporation ("SG
Royalty"), each a Delaware corporation, in connection with the preparation and
filing of the above-captioned Registration Statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the proposed offer by the Company (the "Exchange
Offer") to exchange $150,000,000 aggregate principal amount of 12 1/2% Senior
Subordinated Notes due 2010, Series B (the "series B notes"), for a like amount
of its outstanding 12 1/2% Senior Subordinated Notes due 2010, Series A (the
"series A notes"). Enterprises, Sugarman, Keno, ACRA Acquisition, Gaming,
Systems, International, Management, Lottery, Dominicana, SG Holdings, SG
Finance, SG Greece, SG Acquisition, SG France, SciGames and SG Royalty are
herein referred to collectively as the "Guarantors" and each individually a
"Guarantor."
The series B notes will be issued pursuant to an Indenture, dated
August 14, 2000, among the Company, the Guarantors, and The Bank of New York, as
Trustee (the "Indenture"), including the guarantees (the "Guarantees") of the
Guarantors.
As such counsel, we have examined such corporate records, certificates and
other documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion. In rendering this opinion, we have
(a) assumed (i) the genuineness of all signatures on all documents examined by
us, (ii) the authenticity of all documents submitted to us as originals, and
(iii) the conformity to original documents of all documents submitted to us as
photostatic or conformed copies and the authenticity of the originals of such
copies; and (b) relied on (i) certificates of public officials and
(ii) statements and certificates of officers of the Company and the Guarantors.
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We are attorneys admitted to the Bar of the State of New York, and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America and the General Corporation Law of the State of
Delaware. As to matters of Nevada law, we are relying on the opinion of Schreck
Brignone Godfrey, counsel to the Company and Gaming, dated the date hereof.
Based upon the foregoing, we are of the opinion that:
1. The series B notes have been duly authorized by the Company and, when
issued and delivered in exchange for the series A notes in the manner set
forth in the Registration Statement and executed and authenticated in
accordance with the provisions of the Indenture (and assuming the due
authorization, execution and delivery of the Indenture by each of the
parties thereto other than the Company), will constitute legal, valid and
binding obligations of the Company.
2. The Guarantees of each Guarantor (other than Enterprises, Keno and ACRA
Acquisitions which are the subject of separate opinions dated the date
hereof) have been duly authorized by such Guarantor and, when issued and
delivered in connection with the exchange of the series B notes for the
series A notes in the manner set forth in the Registration Statement and
when the series B notes are executed by the Company and authenticated in
accordance with the provisions of the Indenture (and assuming the due
authorization, execution and delivery of the Indenture by each of the
parties thereto other than the Company and such Guarantors), the
Guarantees will constitute legal, valid and binding obligations of the
respective Guarantors.
The above opinion is subject to and limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent conveyance or transfer or
other laws and court decisions, now or hereafter in effect, relating to or
affecting the rights of creditors generally.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" in the
prospectus forming a part of the Registration Statement. In giving such consent
we do not thereby concede that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations promulgated thereunder.
Very truly yours,
/s/ KRAMER LEVIN NAFTALIS & FRANKEL
LLP
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Kramer Levin Naftalis & Frankel LLP
