<PAGE>
EXHIBIT 5.2
December 27, 2000
Autotote Corporation
750 Lexington Avenue
New York, New York, 10022
Re: Autotote Corporation Registration Statement on Form S-4
(Registration No. 33-51000)
___________________________________________________
Ladies and Gentlemen:
We have acted as local counsel to Autotote Enterprises, Inc., a Connecticut
corporation ("Enterprise" or the "Guarantor"), 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 Autotote
Corporation, a Delaware corporation (the "Company"), to exchange $150,000,000
aggregate principal amount of 12 1/2% Senior Subordinated Notes Due 2010,
Series B ("Series B Notes") for a like amount of its outstanding 12 1/2% Senior
Subordinated Notes Due 2010, Series A ("Series A Notes") (the "Exchange Offer").
The Series B Notes will be guaranteed on a full and unconditional senior
subordinated basis by the Guarantor (the "Guarantee") and certain other existing
and future subsidiaries of the Company. The Series B Notes will be issued
pursuant to an Indenture, dated August 14, 2000, among, inter alia, the Company,
the Guarantors, and The Bank of New York, as Trustee (the "Indenture").
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) as to
matters of fact, statements and certificates of officers of Enterprise.
We are attorneys admitted to the Bar of the State of Connecticut, and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America.
Based upon the foregoing, we are of the opinion that the Guarantee has been
duly authorized by the 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 Guarantor), the Guarantee will
constitute legal, valid and binding obligations of the Guarantor.
The opinions expressed herein are qualified in their entirety as follows:
(a) to the extent that the opinions relate to the enforceability of any
agreement or other document referred to herein, the opinions are subject to the
effect of applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium, liquidation and other laws affecting creditors' rights
or the collection of debtor's obligations generally; (b) no opinion is expressed
as to: (i) the availability of equitable remedies, including specific
performance; (ii) the enforceability of any legal remedies insofar as such
remedies may be subject to overriding considerations of public policy; and
(iii) seniority of obligations, or priority of liens; (c) the enforceability of
any agreement is subject to the obligation of the Trustee and note holders to
act in good faith and in a commercially reasonable manner in the enforcement of
their rights; (d) no opinion is expressed as to the enforceability of any
provision of any agreement or of any agreement to the extent it purports to
obligate the Guarantor to insure assets in an amount in excess of the insurable
value thereof; (e) no opinion is expressed as to the enforceability of any
<PAGE>
provision of any agreement or instrument fixing a late payment fee purporting to
compensate the payee or any other person for its expenses in dealing with such
late payment, to the extent such fee may be deemed to constitute a penalty or
forfeiture; (f) no opinion is expressed as to any provision of any document by
which the Guarantor purports to waive any right that cannot be waived before
default or that is a constitutional right but the inclusion of such provisions
in any document does not, in our opinion, render any document invalid as a
whole; (g) no opinion is expressed as to the enforceability of certain remedies
in the Indentures with respect to the transaction insofar as they may be limited
or unenforceable under one or more federal or state laws, rules, regulations,
rulings, decisions or principles of equity; however, we consider the
unavailability of such remedy would not substantially impair the practical
realization by the Agent and/or the Lenders of the benefits intended to be
conferred by the Indenture; (h) no opinion is expressed with respect to the
enforceability of any indemnification provision set forth in any document;
(i) the opinions acknowledge that the Company has the ability to obtain funding
and to make such funding available to the Guarantor and assume that adequate
consideration has been received by the party against which such document or
agreement may be enforced; and (j) no opinion is expressed as to the validity,
binding effect or enforceability of any choice of law, consent to jurisdiction,
consent to venue or consent to service provision in a court, or the waiver of
the right to a trial by jury.
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/ TOBIN, CARBERRY, O'MALLEY, REILEY AND SELINGER,
P.C.
---------------------------------------------------
Tobin, Carberry, O'Malley, Reiley and Selinger,
P.C.
JJS:cln
