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EXHIBIT 5.1
[LETTERHEAD OF CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP]
October 13, 2000
MGM MIRAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Registration Statement on Form S-3
(File No. 333-47412)
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Gentlemen:
You have requested our opinion as counsel for MGM MIRAGE, a Delaware
corporation (the "Company"), and certain of the Company's subsidiaries (the
"Subsidiary Guarantors") in connection with the proposed secondary offer and
sale by Kirk Kerkorian of up to $50,000,000 principal amount of the Company's 9-
3/4 % Senior Subordinated Notes Due 2007 (the "Senior Subordinated Notes"). The
Senior Subordinated Notes are described in and subject to the terms and
conditions of that certain indenture dated as of May 31, 2000 (the "Indenture")
between the Company, as issuer, the Subsidiary Guarantors, as guarantors, and
The Bank of New York, a New York banking corporation, as Trustee. The payment
of principal, of premium, if any, and interest on the Senior Subordinated Notes
is unconditionally guaranteed by the Subsidiary Guarantors pursuant to Article
15 of the Indenture (the "Subsidiary Guarantees" and together with the Senior
Subordinated Notes, the "Securities"). The proposed offer and sale of the
Securities are the subject of the Company's Registration Statement Form S-3
(File No. 333-47412), as amended (the Registration Statement"). The Securities
were originally offered and sold by the Company pursuant to the Purchase
Agreement dated May 22, 2000 ( the "Purchase Agreement") between the Company and
the underwriters named in Schedule A to the Purchase Agreement. All capitalized
terms not defined herein shall have the same definition as those ascribed to
them in the Purchase Agreement.
In rendering our opinion, we have examined the following (collectively, the
"Transaction Documents"): (1) the Purchase Agreement; (2) the Indenture; and (3)
the Securities. We have not reviewed, and express no opinion as to, any
instrument or agreement referred to or incorporated by reference in the
Transaction Documents.
In rendering the opinion set forth herein, we have assumed the satisfaction
of the following conditions: the issuance by any necessary regulatory agencies
of appropriate permits, consents, approvals, authorizations and orders relating
to the offer and sale of the Securities in
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MGM MIRAGE
October 13, 2000
Page 2
their respective jurisdictions; the issuance by all state and local regulatory
authorities with jurisdiction over the Company's gaming activities
(collectively, the "Gaming Authorities") of any required permits, consents,
approvals, authorizations and orders, and the due delivery to the Gaming
Authorities of any required notification or filing, relating to the offer and
sale of the Securities and the performance by the Company and the Subsidiary
Guarantors of their respective obligations pursuant to the Indenture; the
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended; the Registration Statement being declared effective by the Commission;
the due execution, acknowledgment and delivery of the Indenture; the due
authorization, execution, acknowledgment, if necessary, and delivery of the
Securities; the due execution, acknowledgment, if necessary, and delivery of all
other agreements contemplated by the Indenture; the enforceability of other
agreements contemplated by the Indenture against all parties thereto except the
Company and the Subsidiary Guarantors; the offering and sale of the Securities
in the manner set forth in the Registration Statement, pursuant to said permits,
consents, approvals, authorizations and orders; the genuineness and authenticity
of all signatures on original documents submitted to us; the authenticity of all
documents submitted to us as originals; the conformity to originals of all
documents submitted to us as copies; and the continued accuracy of all
certificates and other documents from public officials dated earlier than the
date of this letter.
In rendering our opinion set forth herein, we are also relying as to
certain factual matters solely upon (and have ourselves performed no examination
or investigation) an Officer's Certificate given to us by the Company.
Our opinion set forth herein is limited to the internal laws of the State
of California, the General Corporation Law of the State of Delaware (based on
the latest unofficial compilation available to us) and the federal laws of the
United States of America. We express no opinion whatsoever with respect to the
laws of any other jurisdiction and can assume no responsibility for the
applicability or effect of any such laws. Insofar as any of the matters set
forth below may involve or be affected by the laws of the State of Nevada, or
the matters set forth in (including any limitations set forth therein), we are
relying solely upon the opinion of Lionel Sawyer & Collins, the Company's
special Nevada counsel, a copy of which is attached hereto as Exhibit A, and our
opinion is subject to any assumptions, exceptions or limitations set forth in
such opinion. We note that the Indenture and the Securities state that they are
to be governed by and construed in accordance with the laws of the State of
Nevada. Therefore, our opinion contained herein is subject to and given solely
in reliance upon the opinion of Lionel Sawyer & Collins attached hereto as
Exhibit A.
Based upon the foregoing, it is our opinion that the Securities are legal,
valid and binding agreements of the Company and the Subsidiary Guarantors,
respectively, enforceable against the Company and the Subsidiary Guarantors in
accordance with their respective terms.
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MGM MIRAGE
October 13, 2000
Page 3
This opinion is addressed solely to the Company and no one else has the
right to rely upon it, nor may anyone rely on it, quote from it or employ it in
any matter other than as specifically permitted herein without the prior written
consent of the undersigned; provided, however, we hereby consent to the filing
of this opinion as an exhibit to, and the references to this firm contained in,
the Registration Statement.
Very truly yours,
/s/ Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP
