As filed with the Securities and Exchange Commission on August 12, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Griffin Gaming & Entertainment, Inc.
(Formerly: Resorts International, Inc.)
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(Exact name of registrant as specified in its charter)
Delaware 59-0763055
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
1133 Boardwalk, Atlantic City, New Jersey 08401
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(Address of Principal Executive Offices including Zip Code)
Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan and
Resorts International, Inc. Senior Management Stock Option Plan
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(Full title of plans)
Matthew B. Kearney
Executive Vice President - Finance
Griffin Gaming & Entertainment, Inc.
1133 Boardwalk
Atlantic City, NJ 08401
(609) 344-6000
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(Name, address and telephone number of agent for service)
Copies to:
Peter E. Panarites, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W. (Suite 825)
Washington, D.C. 20036
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus that
relates to this filing also relates to Registration Statement No. 33-58833.
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum
Securities to be Proposed Maximum Aggregate Amount of
to be registered Offering Price Offering Price Registration
Registered (1) Per Share (2) (2) Fee(3)
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Common Stock, 500,000 $11.6875 $5,843,750 $2,015.09
$.01 par value shares
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(1) Plus an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.
(2) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the American Stock Exchange on August 8, 1996
and are used solely for the purpose of calculating the registration fee
<PAGE>
pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of
1933.
(3) Of the 750,762 shares (giving effect to a one-for-five reverse split
effected June 30, 1995) registered under Registration Statement No. 33-58833,
740,362 shares, for which a filing fee of $3,789.57 was previously paid, are
being carried forward.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Griffin Gaming &
Entertainment, Inc. (the "Company") (SEC File No. 1-4748) with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated in this Registration Statement by reference
and deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995.
2. All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since December 31, 1995.
3. The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement
on Form S-1 in File No. 33-53371, as filed on April 29, 1994 under the
Securities Act of 1933 (the "Securities Act").
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents; PROVIDED, HOWEVER, that the
documents enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made by this Registration Statement is in effect prior to
the filing with the SEC of the Company's Annual Report on Form 10-K covering
such year shall not be deemed incorporated by reference in this Registration
Statement and shall not be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be
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incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 ("Section 145") of the Delaware General Corporation Law
("DGCL") provides a Delaware corporation with broad powers to indemnify its
officers and directors in certain circumstances. Additionally, Section
102(b)(7) of the DGCL permits Delaware corporations to include a provision in
their certificates of incorporation eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provisions shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payment of dividends or other unlawful distributions or (iv) for any
transactions from which the director derived an improper personal benefit.
As permitted under the DGCL, Article V of the Company's Amended and
Restated Certificate of Incorporation provides that:
A. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law is amended after the Effective Date
(as defined in Article IX hereof) to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to
the fullest
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extent permitted by the Delaware General Corporation Law, as so amended. Any
repeal or modification of this Section by the stockholders of the Corporation
shall be prospective only and shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.
B. ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was or has agreed to become a director or
officer of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges, expenses (including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
a plea of NOLO CONTENDERE or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation.
C. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was or has agreed to become a director or
officer of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection with the defense or settlement
of such action or suit and any appeal therefrom, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of Delaware or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
such liability but in view of all the circumstances of the case, such person
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is fairly and reasonably entitled to indemnity for such costs, charges and
expenses which the Court of Chancery or such other court shall deem proper.
D. INDEMNIFICATION FOR COSTS, CHARGES AND EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding the other provisions of this Article V, to the extent that a
director or officer of the Corporation has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in
Sections A and B of this Article V, or in defense of any claim, issue or
matter therein, he shall be indemnified against all costs, charges and
expenses (including attorneys' fees) actually and reasonably incurred by him
or on his behalf in connection therewith.
E. DETERMINATION OF RIGHT TO INDEMNIFICATION. Any indemnification under
Sections A and B of this Article V (unless ordered by a court) shall be paid
by the Corporation unless a determination is made (i) by a majority of the
members of the Board of Directors who were not parties to such action, suit or
proceeding even if less than a quorum, or (ii) if such a majority of the
disinterested members of the Board of Directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders, that
indemnification of the director or officer is not proper in the circumstances
because he has not met the applicable standard of conduct set forth in
Sections A and B of this Article V.
F. ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges and expenses
(including attorneys' fees) incurred by a person referred to in Sections A and
B of this Article V in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding; PROVIDED,
HOWEVER, that the payment of such costs, charges and expenses (including
attorneys' fees) incurred by a director or officer in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by or on behalf of the director or officer to repay all
amounts so advanced in the event that it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Corporation
as authorized in this Article V. Such costs, charges and expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the majority of the Board of Directors
deems appropriate. The majority of the Board of Directors may, in the manner
set forth above, and upon approval of such director, officer, employer,
employee or agent of the Corporation, authorize the Corporation's counsel to
represent such person, in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding.
G. PROCEDURE FOR INDEMNIFICATION. Any indemnification under Sections B, C
and D, or advance of costs, charges and
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expenses (including attorneys' fees) under Section F of this Article V, shall
be made promptly, and in any event within 60 days, upon the written request of
the director or officer. The right to indemnification or advances as granted
by this Article V shall be enforceable by the director or officer in any court
of competent jurisdiction, if the Corporation denies such request, in whole or
in part, or if no disposition thereof is made within 60 days. Such person's
costs and expenses (including attorneys' fees) incurred in connection with
successfully establishing his right to indemnification, in whole or in part,
in any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action that the claimant has not met the standard of
conduct set forth in Sections B or C of this Article V, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel
and its stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Sections B or C of this Article V, nor the fact that there has been an
actual determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
H. OTHER RIGHTS; CONTINUATION OF RIGHT TO INDEMNIFICATION. The
indemnification provided by this Article V shall not be deemed exclusive of
any other rights to which any director, officer, employee or agent seeking
indemnification may be entitled under any law (common or statutory),
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding office or while employed by or acting as agent for the
Corporation, and shall continue as to a person who has ceased to be a
director, officer, employee or agent, and shall inure to the benefit of the
estate, heirs, executors and administrators of such person. All rights to
indemnification under this Article V shall be deemed to be a contract between
the Corporation and each director, officer, employee or agent of the
Corporation who serves or served in such capacity at any time while this
Article V is in effect. Any repeal or modification of this Article V or any
repeal or modification of relevant provisions of the General Corporation Law
of the State of Delaware or any other applicable laws shall not in any way
diminish any rights to indemnification of such director, officer, employee or
agent or the obligations of the Corporation arising hereunder. This Article V
shall be binding upon any successor corporation to this Corporation, whether
by way of acquisition, merger, consolidation or otherwise.
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I. INSURANCE. The Corporation shall purchase and maintain insurance on
behalf of any person who is or was or has agreed to become a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him or on his
behalf in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such
liability under the provisions of this Article V, PROVIDED, HOWEVER, that such
insurance is available on reasonable and acceptable terms, which determination
shall be made by a vote of a majority of the Board of Directors.
J. SAVINGS CLAUSE. If this Article V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation (i) shall nevertheless indemnify each director and officer of the
Corporation, and (ii) may nevertheless indemnify each employee and agent of
the Corporation, as to costs, charges and expenses (including attorneys'
fees), judgments, fine and amounts paid in settlement with respect to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to
the full extent permitted by any applicable portion of this Article V that
shall not have been invalidated and to the full extent permitted by applicable
law.
K. SUBSEQUENT AMENDMENT. No amendment, modification or repeal of this
Article V shall affect or impair in any way the rights of any director or
officer of the Corporation to indemnification under the provisions hereof with
respect to any action, suit or proceeding arising out of, or relating to, any
actions, transactions or facts occurring prior to the final adoption of such
amendment, modification or repeal.
L. SUBSEQUENT LEGISLATION. If the General Corporation Law of the State of
Delaware is amended to further expand the indemnification permitted to
directors, officers, employees or agents of the Corporation, then the
Corporation shall indemnify such persons to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibit
Number Description
4(a) Resorts International, Inc. Senior Management Stock Option
Plan. (Incorporated herein by reference to Exhibit 8.5 to
Exhibit 35 to the Company's Form 8
8
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Amendment No. 1 to the Form 8-K Current Report dated August 30,
1990; File No. 1-4748.)
4(b) Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan (as
amended on May 10, 1996). (Incorporated herein by reference to
Exhibit (4) to the Company's Form 10-Q Quarterly Report for the
quarter ended June 30, 1996; File No. 1-4748.)
4(c) Restated Certificate of Incorporation of the Company.
(Incorporated herein by reference to Exhibit (3)(a) to the
Company's Form 10-Q Quarterly Report for the quarter ended June
30, 1996; File No. 1-4748.)
4(d) Amended and Restated By-Laws of the Company. (Incorporated
herein by reference to Exhibit (3)(b) to the Company's Form
10-Q Quarterly Report for the quarter ended June 30, 1996; File
No. 1-4748.)
5 Legal opinion, dated August 12, 1996, of Freedman, Levy, Kroll
& Simonds as to the legality of shares offered.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Freedman, Levy, Kroll & Simonds. (Included in
Exhibit 5 hereto.)
24 Power of Attorney. (Included on signature page of this
Registration Statement.)
Item 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section
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15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2. The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlantic City, State of New Jersey
on this 12th day of August, 1996.
GRIFFIN GAMING & ENTERTAINMENT, INC.
By: /s/ Matthew B. Kearney
--------------------------
Matthew B. Kearney
Executive Vice President-Finance
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints THOMAS E. GALLAGHER and MATTHEW B. KEARNEY his
true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Merv Griffin Chairman of the Board August 12, 1996
---------------- and Director
Merv Griffin
------------------- Director
William J. Fallon
/s/Thomas E. Gallagher President and Director August 12, 1996
---------------------- (Principal Executive
Thomas E. Gallagher Officer)
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/s/Jay M. Green Director August 12, 1996
---------------
Jay M. Green
/s/Charles Masson Director August 12, 1996
-----------------
Charles Masson
------------------- Director
Vincent J. Naimoli
/s/Matthew B. Kearney Executive Vice President- August 12, 1996
--------------------- Finance (Principal
Matthew B. Kearney Financial Officer)
/s/ David G. Bowden Vice President-Controller August 12, 1996
-------------------- (Principal Accounting
David G. Bowden Officer)
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
4(a) Resorts International, Inc. Senior Management Stock Option
Plan. (Incorporated herein by reference to Exhibit 8.5 to
Exhibit 35 to the Company's Form 8 Amendment No. 1 to the Form
8-K Current Report dated August 30, 1990; File No. 1-4748.)
4(b) Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan (as
amended on May 10, 1996). (Incorporated herein by reference to
Exhibit (4) to the Company's Form 10-Q Quarterly Report for the
quarter ended June 30, 1996; File No. 1-4748.)
4(c) Restated Certificate of Incorporation of the Company.
(Incorporated herein by reference to Exhibit (3)(a) to the
Company's Form 10-Q Quarterly Report for the quarter ended June
30, 1996; File No. 1-4748.)
4(d) Amended and Restated By-Laws of the Company. (Incorporated
herein by reference to Exhibit (3)(b) to the Company's Form
10-Q Quarterly Report for the quarter ended June 30, 1996; File
No. 1-4748.)
5 Legal opinion, dated August 12, 1996, of Freedman, Levy, Kroll
& Simonds as to the legality of shares offered.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Freedman, Levy, Kroll & Simonds. (Included in
Exhibit 5 hereto.)
24 Power of Attorney. (Included on signature page of this
Registration Statement.)
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EXHIBIT 5
August 12, 1996
Griffin Gaming & Entertainment, Inc.
1133 Boardwalk
Atlantic City, New Jersey 08401
Gentlemen:
We have represented Griffin Gaming & Entertainment, Inc. (the "Company")
in connection with its Form S-8 Registration Statement (the "Registration
Statement") being filed today under the Securities Act of 1933 (the "Act")
with the Securities and Exchange Commission. The Registration Statement
relates to an offering of up to 500,000 shares of the Company's common stock,
par value $.01 per share (the "Shares"), upon the exercise of options under
the Company's 1994 Stock Option Plan (the "Plan"). The Shares are in addition
to certain shares registered under the Company's Form S-8 Registration
Statement No. 33-58833, which are being carried forward pursuant to Rule 429
under the Act, and are issuable under the Plan and the Company's Senior
Management Stock Option Plan.
We have examined (1) the Restated Certificate of Incorporation of the
Company, (2) the Amended and Restated By-Laws of the Company, (3) the
Registration Statement, (4) the Plan and (5) such other corporate records,
certificates, documents and other instruments as in our opinion are necessary
or appropriate in connection with expressing the opinions set forth below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.
2. When the following events shall have occurred:
(a) the Registration Statement is filed, at which time it will become
effective under the Securities Act of 1933, pursuant to General
Instruction D to Form S-8, and
(b) the Shares shall have been paid for and issued in accordance with
the terms of the Plan,
the Shares thus sold will be legally issued, fully paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/FREEDMAN, LEVY, KROLL & SIMONDS
----------------------------------
Freedman, Levy, Kroll & Simonds
- 2 -
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-_____) pertaining to the Griffin Gaming & Entertainment,
Inc. 1994 Stock Option Plan and the Resorts International, Inc. Senior
Management Stock Option Plan of Griffin Gaming & Entertainment, Inc. of our
report dated February 19, 1996, with respect to the consolidated financial
statements and schedules of Griffin Gaming & Entertainment, Inc. included in
the Annual Report (Form 10-K) for the year ended December 31, 1995.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
August 12, 1996
