<PAGE>
EXHIBIT 5.2
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).
---------------------
Gentlemen:
You have requested our opinion as special Nevada counsel for MGM MIRAGE, a
Delaware corporation (the "Company"), and certain of the Company's subsidiaries
(the "Subsidiary Guarantors") in connection with the proposed 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 "Subisidiary 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 on 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 definitions 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.
<PAGE>
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of all copies of all documents submitted
to us. We have relied upon the certificates of all public officials and
corporate officers with respect to the accuracy of all matters contained
therein.
We have assumed that the Transaction Documents are the legal, valid,
binding and enforceable obligations of all parties thereto other than the
Company and the Subsidiary Guarantors. We assume that the Company does not
engage in any of the following businesses: Wholesale Liquor Distribution
Business, Financial Institution, Public Utility, Insurance Business or Cemetery
Business.
Based upon the foregoing, it is our opinion that the Securities constitute,
the 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, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar law relating to or affecting creditors' rights generally or by
general equitable principles and except that certain provisions of the
Securities may not be enforceable in whole or in part under the laws of the
State of Nevada, but the inclusion of such provisions does not affect the
validity of the Securities and the Securities contain adequate provisions for
enforcing payment of the monetary obligations of the Company, and for the
practical realization of the rights and benefits afforded thereby, provided such
enforcement is conducted in accordance with the procedures established by the
laws of the State of Nevada.
We disclaim liability as an expert under the securities laws of the United
States or any other jurisdiction.
Pursuant to Regulation 8.130 of the Nevada Gaming Commission, the
transactions evidenced by the Transaction Documents must be reported to the
Nevada Gaming Commission who may require rescission thereof if such transactions
are inimical to the public health, safety, morals, good order or general welfare
of the people of the State of Nevada or would reflect, or tend to reflect,
discredit upon the State of Nevada or the gaming industry.
Our opinions herein with respect to the enforceability of any documents are
subject to the limitation that we express no opinion as to:
1. The reasonableness of any late charge or liquidated damages.
2. The effectiveness under all circumstances of broadly stated waivers.
<PAGE>
3. The effectiveness of any provision directly or indirectly requiring
that any consent, modification, amendment or waiver be in writing.
4. The effectiveness of any provision purporting to preserve the liability
of some, but not all, obligors, except as provided by the Uniform Joint
Obligations Act as adopted by the State of Nevada.
5. The effectiveness of any provision waiving a right to have security on
an indebtedness marshaled.
6. The effectiveness of any provision purporting to require that
litigation and other proceedings with respect to the above-mentioned documents
only be prosecuted in certain jurisdictions.
7. The effectiveness of any provision providing for service of process
other than as provided by law.
8. The waiver of any right of offset.
9. Any provision stating that calculations are conclusive.
10. Any waiver of a statute of limitations.
We express no opinion as to whether rights to indemnity and
contribution may be limited under applicable federal or state securities laws.
We express no opinion as to the laws of any jurisdiction other than the
State of Nevada.
This opinion is intended solely for the use of Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP, in connection with the registration of the
Securities. It may not be relied upon by any other person or for any other
purpose, or reproduced or filed publicly by any person, without the written
consent of this firm; provided, however, that we hereby consent to the filing of
this opinion as an exhibit to, and the references to this firm in, the
Registration Statement.
Very truly yours,
/s/ Lionel Sawyer & Collins
Lionel Sawyer & Collins
