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EXHIBIT 5.1
[LETTERHEAD OF RUBEN & ARONSON, LLP]
December 8, 2000
MTR Gaming Group, Inc.
State Route 2 South
P.O. Box 358
Chester, West Virginia 26034
Gentlemen:
We have acted as counsel to MTR Gaming Group, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, relating to the offering of 2,255,000 shares (the "Shares") of
Common Stock, $.00001 par value per share, to certain current and former
directors (including non-employee directors), employees, and consultants of
the Company issuable upon exercise of options (i) which either have been, or
may from time to time be, granted by the Company under its 1999 Incentive
Stock Plan (the "1999 Plan"), (ii) which either have been, or may from time
to time be granted by the Company under its 2000 Stock Incentive Plan (the
"2000 Plan" and collectively with the 1999 Plan, the "Plans"), and (iii)
which have been granted by the Company as described in and subject to the
terms of certain agreements dated as of June 6, 1999, February 21, 2000,
October 13, 2000 and October 25, 2000 (collectively, the "Agreements").
In connection with the foregoing, except as set forth in this
paragraph, we have examined originals or copies, satisfactory to us, of all such
corporate records and of all such agreements, certificates and other documents
as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. We have examined each option contract in respect of options granted
under the Plans and examined each Agreement. In all our examinations, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the original documents of
all documents submitted to us as copies or facsimiles. As to any facts material
to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the applicable Plans and
Agreements, and in accordance with the options issuable pursuant to the Plans,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ RUBEN & ARONSON, LLP
RUBEN & ARONSON, LLP
