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EXHIBIT 5
[LETTER HEAD OF HUGHES & LUCE, L.L.P.]
214 / 939-5500
November 3, 2000
Anchor Gaming
875 Pilot Road
Suite G
Las Vegas, Nevada 89119
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We render this opinion as counsel to Anchor Gaming, a Nevada corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of an additional 2,000,000 shares (the "Shares") of the
Company's common stock, $.01 par value per share (the "Common Stock"), issuable
upon the exercise of options granted pursuant to Anchor Gaming's 1995 Amended
and Restated Employee Stock Option Plan (the "1995 Plan"); the Anchor Gaming
2000 Stock Incentive Plan (the "2000 Plan") and currently outstanding stock
option agreements. The Shares are being registered pursuant to a registration
statement on Form S-8 to be filed with the Securities and Exchange Commission on
or about November 3, 2000 (the "Registration Statement").
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations, and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete, and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued and paid for in accordance with the 1995 Plan, the 2000 Plan and
option agreements outstanding on the date hereof, validly issued, fully paid and
nonassessable, and assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for
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Anchor Gaming
November 3, 2000 Page 2
such issuance, and further assuming that the consideration actually received by
the Company for the Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
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Hughes & Luce, L.L.P.
