S-4/A

As filed with the Securities and Exchange Commission on September 30, 2003

Registration Nos. 333-109052 and 333-109052-01

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Mohegan Tribal Gaming Authority	Mohegan Basketball Club LLC
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
Not Applicable	Not Applicable
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
7997	7997
(Primary Standard Industrial Classification Code Number)	(Primary Standard Industrial Classification Code Number)
06-1436334	03-0509165
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)

One Mohegan Sun Boulevard

Uncasville, CT 06382

(860) 862-8000

(Address, including zip code and telephone number, including area code of registrants’ principal executive offices)

Mark F. Brown

Chairman and Member of the Management Board

Mohegan Tribal Gaming Authority

One Mohegan Sun Boulevard

Uncasville, CT 06382

(860) 862-8000

(Name, address, including zip code and telephone number, including area code of agent for service)

Copy to:

James E. Showen, Esq.

John B. Beckman, Esq.

Hogan & Hartson L.L.P.

555 Thirteenth Street, N.W.

Washington, D.C. 20004

(202) 637-5600

Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.    ¨

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 is being filed solely for the purpose of filing Exhibits 5.1 and 23.1. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 20, 21(b) or 22 of Part II of the Registration Statement.

PART II

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

The exhibits to this registration statement are listed on the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

II-1

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the Authority has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, Connecticut, on this 30th day of September, 2003.

MOHEGAN TRIBAL GAMING AUTHORITY
By:	/s/    Mark F. Brown
	Mark F. Brown Chairman and Member, Management Board

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 30th day of September, 2003.

Signatures	Title
/s/    Mark F. Brown         Mark F. Brown	Chairman and Member, Management Board
Peter J. Schultz*	Vice-Chairman and Member, Management Board
William J. Velardo*	President and Chief Executive Officer, Mohegan Sun (Principal Executive Officer)
Jeffrey E. Hartmann*	Executive Vice President, Finance and Chief Financial Officer, Mohegan Sun (Principal Financial and Accounting Officer)
Shirley M. Walsh*	Recording Secretary and Member, Management Board
Christine D. Murtha*	Corresponding Secretary and Member, Management Board
Donald M. Chapman*	Treasurer and Member, Management Board
Jayne G. Fawcett*	Ambassador and Member, Management Board
Roland J. Harris*	Member, Management Board

II-2

Maynard L. Strickland*	Member, Management Board
Glenn R. LaVigne*	Member, Management Board

* Pursuant to Power of Attorney

By:	/s/    MARK F. BROWN
	Mark F. Brown Attorney-in-fact

II-3

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the MBC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, Connecticut, on this 30th day of September, 2003.

MOHEGAN BASKETBALL CLUB LLC
By:	/s/    JEFFREY E. HARTMANN
	Jeffrey E. Hartmann Manager and Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 30th day of September, 2003.

Signatures	Title
William J. Velardo*	Manager and President (Principal Executive Officer)
/s/    JEFFREY E. HARTMANN         Jeffrey E. Hartmann	Manager and Chief Financial Officer (Principal Financial and Accounting Officer)
Mitchell Grossinger Etess*	Manager and Executive Vice President of Marketing
Robert Soper*	Manager and Secretary

* Pursuant to Power of Attorney

By:	/s/    JEFFREY E. HARTMANN
	Jeffrey E. Hartmann Attorney-in-fact

II-4

EXHIBIT INDEX

Exhibit No.	Description
*3.1	Constitution of The Mohegan Tribe of Indians of Connecticut, as amended (filed as Exhibit 3.1 to the Authority’s Registration Statement on Form S-4, filed with the SEC on September 23, 2003 (the “2003 Form S-4”), and incorporated by reference herein).
*3.2	Ordinance No. 95-2 of the Tribe for Gaming on Tribal Lands, enacted on July 15, 1995 (filed as Exhibit 3.2 to the Authority’s Amendment No. 1 to the Authority’s Registration Statement on Form S-1, filed with the SEC on February 29, 1996, and incorporated by reference herein).
*3.3	Articles of Organization of Mohegan Basketball Club LLC, dated as of January 27, 2003 (filed as Exhibit 3.3 to the 2003 Form S-4, and incorporated by reference herein).
*3.4	Operating Agreement of Mohegan Basketball Club LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of January 24, 2003 (filed as Exhibit 3.4 to the 2003 Form S-4, and incorporated by reference herein).
*4.1	Relinquishment Agreement, dated February 7, 1998, by and among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Trading Cove Associates (filed as Exhibit 10.14 to the Authority’s Form 10-K405 for the fiscal year ended September 30, 1998, filed with the SEC on December 29, 1998, and incorporated by reference herein).
*4.2	Indenture, dated March 3, 1999, among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and First Union National Bank, as Trustee, relating to the 8 1/8% Senior Notes Due 2006 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.3 to the Authority’s Registration Statement on Form S-4, filed with the SEC on April 21, 1999 (the “1999 Form S-4”), and incorporated by reference herein).
*4.3	Supplemental Indenture, dated as of January 27, 2003, among the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club LLC, the other Subsidiary Guarantors (as defined in the Indenture) and Wachovia Bank, National Association (formerly known as First Union National Bank), as Trustee, relating to the 8 1/8% Senior Notes Due 2006 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.3 to the Authority’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 8, 2003 (the “June 2003 10-Q”), and incorporated by reference herein).
*4.4	Form of Global 8 1/8% Senior Note Due 2006 of the Mohegan Tribal Gaming Authority (contained in the Indenture filed as Exhibit 4.3 to the 1999 Form S-4, and incorporated by reference herein).
*4.5	Senior Registration Rights Agreement, dated March 3, 1999, among the Mohegan Tribal Gaming Authority, Salomon Smith Barney Inc., NationsBanc Montgomery Securities, LLC, SG Cowen Securities Corporation, Bear, Sterns & Co. Inc., BankBoston Robertson Stephens Inc. and Fleet Securities, Inc. (filed as Exhibit 4.5 to the 1999 Form S-4, and incorporated by reference herein).
*4.6	Indenture, dated as of March 3, 1999, among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and State Street Bank and Trust Company, as Trustee, relating to the 8¾% Senior Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.6 to the 1999 Form S-4, and incorporated by reference herein).
*4.7	Supplemental Indenture, dated as of January 27, 2003, among the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club LLC, the other Subsidiary Guarantors (as defined in the Indenture) and the State Street Bank and Trust Company, as Trustee, relating to the 8¾% Senior Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.7 to the June 2003 10-Q, and incorporated by reference herein).
*4.8	Second Supplemental Indenture, dated as of July 1, 2003, among the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club LLC and U.S. National Bank Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8¾% Senior Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.8 to the June 2003 10-Q, and incorporated by reference herein).

Exhibit No.	Description
*4.9	Form of Global 8¾% Senior Subordinated Note Due 2009 of the Mohegan Tribal Gaming Authority (contained in the Indenture filed as Exhibit 4.6 to the 1999 Form S-4, and incorporated by reference herein).
*4.10	Senior Subordinated Registration Rights Agreement, dated March 3, 1999, among the Mohegan Tribal Gaming Authority, Salomon Smith Barney Inc., NationsBanc Montgomery Securities LLC, SG Cowen Securities Corporation, Bear, Stearns & Co. Inc., BankBoston Robertson Stephens Inc. and Fleet Securities, Inc. (filed as Exhibit 4.8 to the 1999 Form S-4, and incorporated by reference herein).
*4.11	Indenture, dated as of July 26, 2001, among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and State Street Bank and Trust Company, as Trustee, relating to the 8 3/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.9 to the Authority’s Registration Statement on Form S-4, File No. 333-69472, filed with the SEC on September 14, 2001 (the “2001 Form S-4”) and incorporated by reference herein).
*4.12	Supplemental Indenture, dated as of January 27, 2003, among the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club LLC, the other Subsidiary Guarantors (as defined in the Indenture) and the State Street Bank and Trust Company, as Trustee, relating to the 8 3/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.12 to the June 2003 10-Q, and incorporated by reference herein).
*4.13	Form of Global 8 3/8% Senior Subordinated Note Due 2011 of the Mohegan Tribal Gaming Authority (contained in the Indenture filed as Exhibit 4.9 to the 2001 Form S-4, and incorporated by reference herein).
*4.14	Registration Rights Agreement, dated July 26, 2001, among the Mohegan Tribal Gaming Authority, Salomon Smith Barney Inc., Banc of America Securities LLC, Fleet Securities, Inc., SG Cowen Securities Corporation, Commerzbank Capital Markets Corp., McDonald Investments Inc. and Wells Fargo Brokerage Services, LLC (filed as Exhibit 4.11 to the 2001 Form S-4, and incorporated by reference herein).
*4.15	Indenture, dated as of February 20, 2002, among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and State Street Bank and Trust Company, as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.12 to the Authority’s Registration Statement on Form S-4, filed with the SEC on March 27, 2002 (the “2002 Form S-4”), and incorporated by reference herein).
*4.16	Supplemental Indenture, dated as of January 27, 2003, among the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club LLC, the other Subsidiary Guarantors (as defined in the Indenture) and the State Street Bank and Trust Company, as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.16 to the June 2003 10-Q, and incorporated by reference herein).
*4.17	Form of Global 8% Senior Subordinated Note Due 2012 of the Mohegan Tribal Gaming Authority (contained in the Indenture filed as Exhibit 4.12 to the 2002 Form S-4, and incorporated by reference herein).
*4.18	Registration Rights Agreement, dated February 20, 2002, among the Mohegan Tribal Gaming Authority, Banc of America Securities LLC, Salomon Smith Barney Inc., Fleet Securities, Inc., SG Cowen Securities Corporation, Commerzbank Securities, McDonald Investments Inc., Wells Fargo Brokerage Services, LLC and Credit Lyonnais Securities (filed as Exhibit 4.14 to the 2002 Form S-4, and incorporated by reference herein).

Exhibit No.	Description
*4.19	Indenture, dated as of July 9, 2003, among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, Mohegan Basketball Club LLC and U.S. Bank National Association, as Trustee, relating to the 6 3/8% Senior Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.19 to the June 2003 10-Q, and incorporated by reference herein).
*4.20	Form of Global 6 3/8% Senior Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2003 10-Q, and incorporated by reference herein).
*4.21	Registration Rights Agreement, dated as of July 9, 2003, among the Mohegan Tribal Gaming Authority, Mohegan Basketball Club LLC, Banc of America Securities LLC, Citigroup Global Markets Inc., Fleet Securities, Inc., SG Cowen Securities Corporation, Credit Lyonnais Securities (USA) Inc., The Royal Bank of Scotland plc, Wells Fargo Securities, LLC, McDonald Investments Inc. and Commerzbank Capital Markets Corp. (filed as Exhibit 4.21 to the June 2003 10-Q, and incorporated by reference herein).
†5.1	Opinion of Hogan & Hartson L.L.P.
*10.1	The Mohegan Tribe—State of Connecticut Gaming Compact between The Mohegan Tribe of Indians of Connecticut and the State of Connecticut (filed as Exhibit 10.1 to the 1996 Form S-1, and incorporated herein by reference).
*10.2	Agreement, dated April 25, 1994, between The Mohegan Tribe of Indians of Connecticut and the State of Connecticut resolving certain land claims (filed as Exhibit 10.2 to the 1996 Form S-1, and incorporated herein by reference).
*10.3	Memorandum of Understanding, dated April 25, 1994, between The Mohegan Tribe of Indians of Connecticut and the State of Connecticut regarding implementation of the Compact and the Resolution Agreement (filed as Exhibit 10.3 to the 1996 Form S-1, and incorporated herein by reference).
*10.4	Agreement, dated June 16, 1994, between The Mohegan Tribe of Indians of Connecticut and the Town of Montville, Connecticut (filed as Exhibit 10.4 to the 1996 Form S-1, and incorporated herein by reference).
*10.5	Land Lease, dated September 29, 1995, between The Mohegan Tribe of Indians of Connecticut and the Mohegan Tribal Gaming Authority (filed as Exhibit 10.5 to the 1996 Form S-1, and incorporated herein by reference).
*10.6	Amendment to the Land Lease, dated February 19, 1999, between The Mohegan Tribe of Indians of Connecticut and the Mohegan Tribal Gaming Authority (filed as Exhibit 10.6 to the 1999 Form S-4, and incorporated herein by reference).
*10.7	Amended and Restated Gaming Facility Management Agreement, dated August 30, 1995, between The Mohegan Tribe of Indians of Connecticut, the Mohegan Tribal Gaming Authority and Trading Cove Associates (filed as Exhibit 10.8 to the 1996 Form S-1, and incorporated herein by reference).
*10.8	Development Services Agreement, dated February 7, 1998, by and among The Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Trading Cove Associates (filed as Exhibit 10.15 to the 1998 Form 10-K, and incorporated herein by reference).
*10.9	Defeasance Escrow Deposit Agreement, dated as of March 3, 1999, by and among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and First Union National Bank (filed as Exhibit 10.11 to the 1999 Form S-4, and incorporated herein by reference).
*10.10	Construction Reserve Disbursement Agreement, dated March 3, 1999, among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Fleet National Bank (filed as Exhibit 10.12 to the 1999 Form S-4, and incorporated herein by reference).

Exhibit No.	Description
*10.17	The Merrill Lynch Non-Qualified Deferred Compensation Plan Trust Agreement, dated September 1, 1998, between the Mohegan Tribal Gaming Authority and Merrill Lynch Trust (filed as Exhibit 10.16 to the 1998 Form 10-K, and incorporated by reference herein).
*10.18	Mohegan Retirement Plan dated as July 30, 2001 between The Mohegan Tribe of Indians of Connecticut and Fleet National Bank (filed as Exhibit 10.18 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002, filed with the SEC on December 19, 2002 (the “2002 Form 10-K), and incorporated by reference herein).
*10.19	Priority Distribution Agreement between the Mohegan Tribal Gaming Authority and The Mohegan Tribe of Indians of Connecticut, dated August 1, 2001 (filed as Exhibit 10.1 to the Authority’s Quarterly Report on Form 10-Q for the period ended June 30, 2001 (the “June 2001 10-Q”), and incorporated by reference herein).
*10.20	Administrative Services Agreement between the Mohegan Tribal Gaming Authority and Fleet Retirement Plan A Services, dated July 30, 2001 (filed as Exhibit 10.2 to the June 2001 10-Q, and incorporated by reference herein).
*10.21	Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is NOT a Constructor, AIA Document B801/Cma, and Supplemental Conditions, dated July 9, 1999 (filed as Exhibit 10.21 to the 2002 Form 10-K, and incorporated by reference herein).
*10.22	General Conditions of the Contract for Construction, Construction Manager-Advisor Edition, AIA Document A201/CMa, and Supplementary Conditions to the Agreement Between Owner and Construction Manager (filed as Exhibit 10.22 to the 2002 Form 10K, and incorporated by reference herein).
*10.23	Employment Agreement, dated April 21, 1999, by and between the Mohegan Tribal Gaming Authority and William J. Velardo (filed as Exhibit 10.14 to the 1999 Form S-4, and incorporated by reference herein).
*10.24	Employment Agreement, dated April 21, 1999, by and between the Mohegan Tribal Gaming Authority and Mitchell Grossinger Etess (filed as Exhibit 10.15 to the 1999 Form S-4, and incorporated by reference herein).
*10.25	Employment Agreement, dated April 21, 1999, by and between the Mohegan Tribal Gaming Authority and Jeffrey E. Hartmann (filed as Exhibit 10.16 to the 1999 Form S-4, and incorporated by reference herein).
*10.26	Employment Agreement, dated July 24, 2000, by and between the Mohegan Tribal Gaming Authority and John Arnesen (filed as Exhibit 10.20 to the Authority’s Amended Annual Report on Form 10-K/A for the fiscal year ended September 30, 2001, filed with the SEC on November 12, 2002 (the “2001 10-K/A”), and incorporated by reference herein).
*10.27	Employment Agreement, dated January 5, 2001, by and between the Mohegan Tribal Gaming Authority and Michael Bloom (filed as Exhibit 10.21 to the 2001 10-K/A, and incorporated by reference herein).
*10.28	Employment Agreement, dated June 14, 2000, by and between the Mohegan Tribal Gaming Authority and Gary Crowder (filed as Exhibit 10.22 to the 2001 10-K/A, and incorporated by reference herein).
*10.29	Employment Agreement, dated October 4, 2001, by and between the Mohegan Tribal Gaming Authority and Robert Soper (filed as Exhibit 10.23 to the 2001 10-K/A, and incorporated by reference herein).
*10.30	Employment Agreement, dated June 23, 2000, by and between the Mohegan Tribal Gaming Authority and Daniel Garrow (filed as Exhibit 10.32 to the 2002 Form 10K, and incorporated by reference herein).

Exhibit No.	Description
*10.31	Membership Agreement, dated January 28, 2003, by and among WNBA, LLC, the Mohegan Basketball Club LLC, the Mohegan Tribal Gaming Authority and The Mohegan Tribe of Indians of Connecticut (filed as Exhibit 10.1 to the Form 8-K filed with the SEC on January 30, 2003, and incorporated by reference herein).
*10.32	Amended and Restated Loan Agreement, dated as of March 25, 2003, by and among The Mohegan Tribe of Indians of Connecticut, the Mohegan Tribal Gaming Authority, the Lenders named therein and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Form 8-K filed file with the SEC on March 27, 2003, and incorporated by reference herein).
*10.33	Amendment No. 1 to the senior secured bank credit facility, dated as of June 26, 2003, by and among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Bank of America National Trust and Savings Association (filed as Exhibit 99.1 to the Form 8-K filed with the SEC on July 1, 2003, and incorporated by reference herein).
*10.34	Loan Agreement, dated June 27, 2003, between the Mohegan Tribal Gaming Authority and Fleet National Bank (filed as Exhibit 10.2 to the June 2003 10-Q, and incorporated by reference herein).
*10.35	Revolving Loan Note, dated June 27, 2003, between the Mohegan Tribal Gaming Authority and Fleet National Bank (filed as Exhibit 10.3 to the June 2003 10-Q, and incorporated by reference herein).
*12.1	Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 12.1 to the 2003 Form S-4, and incorporated by reference herein).
†23.1	Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
*23.2	Consent of PricewaterhouseCoopers LLP (filed as Exhibit 23.2 to the 2003 Form S-4, and incorporated by reference herein).
*23.3	Awareness Letter (filed as Exhibit 23.3 to the 2003 Form S-4, and incorporated by reference herein).
*24.1	Power of Attorney of the Mohegan Tribal Gaming Authority (included on signature page to 2003 Form S-4, and incorporated by reference herein).
*24.2	Power of Attorney of the Mohegan Basketball Club LLC (included on signature page to 2003 Form S-4, and incorporated by reference herein).
*25.1	Statement on Form T-1 of Eligibility of Trustee (filed as Exhibit 25.1 to the 2003 Form S-4, and incorporated by reference herein).

* Previously filed.

† Filed herewith

EX-5.1

Exhibit 5.1

[Letterhead of Hogan & Hartson L.L.P.]

September 30, 2003

Mohegan Tribal Gaming Authority

One Mohegan Sun Boulevard

Uncasville, CT 06382

Ladies and Gentlemen:

This firm has acted as counsel to the Mohegan Tribal Gaming Authority (the “Authority”), an instrumentality of the Mohegan Tribe of Indians of Connecticut (the “Tribe”), and Mohegan Basketball Club LLC, a limited liability company organized under the laws of the Tribe (the “Guarantor”), in connection with their Registration Statement on Form S-4 (the “Registration Statement”), filed with the Securities and Exchange Commission relating to the proposed offering of up to $330,000,000 in aggregate principal amount of the Authority’s 6 ³/8% Senior Subordinated Notes due July 15, 2009 (the “Exchange Notes”) guaranteed by the Guarantor (the “Exchange Guarantee”) in exchange for up to $330,000,000 in aggregate principal amount of the Authority’s outstanding 6 ³/8% Senior Subordinated Notes due July 15, 2009 (the “Outstanding Notes”), guaranteed by the Guarantor (the “Outstanding Guarantee”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of the following documents (the “Documents”):

1. An executed copy of the Registration Statement.

2. An executed copy of the Indenture, dated as of July 9, 2003 (the “Indenture”), among the Authority, the Tribe, the Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), including the form of Exchange Note to be issued pursuant thereto.

Mohegan Tribal Gaming Authority

September 30, 2003

Page 2

3. An executed copy of the Outstanding Guarantee, dated July 9, 2003.

4. The form of the Exchange Guarantee, as such form is set forth in the Indenture.

5. The Constitution of the Mohegan Tribe, as amended and restated, to reflect all amendments adopted as of September 6, 2003, as certified by the Recording Secretary of the Management Board of the Authority (the “Management Board”) on the date hereof as being complete, accurate and in effect.

6. Resolutions adopted by (a) a poll vote held by the Tribal Council of the Tribe (the “Tribal Council”) on June 19, 2003 and (b) a poll vote held by the Management Board of the Authority (the “Management Board”) on June 19, 2003, which resolutions relate to, among other things, the issuance and sale of the Exchange Notes, the preparation and filing of the Registration Statement and arrangements in connection therewith, in each case, as certified by the Recording Secretary of the Tribal Council and the Recording Secretary of the Management Board, as applicable, on the date hereof as being complete, accurate and in effect.

7. Mohegan Tribal Ordinance No. 95-2, “An Ordinance Establishing The Mohegan Tribal Gaming Authority,” as certified by the Recording Secretary of the Tribal Council on the date hereof as being complete, accurate and in effect (the “Gaming Authority Ordinance”).

8. Mohegan Tribal Ordinance No. 2000-08, “The Mohegan Tribe Limited Liability Company Code,” as certified by the Recording Secretary of the Tribal Council on the date hereof as being complete, accurate and in effect (the “LLC Code”).

9. The Articles of Organization of the Guarantor, dated as of January 27, 2003, as certified by the Secretary of the Guarantor, on the date hereof as being complete, accurate and in effect.

Mohegan Tribal Gaming Authority

September 30, 2003

Page 3

10. The Operating Agreement of the Guarantor, dated as of January 24, 2003, as certified by the Secretary of the Guarantor, on the date hereof as being complete, accurate and in effect.

11. Resolution and Consent of the Sole Member of the Guarantor, dated as of July 8, 2003, relating to the issuance and sale of the Exchange Notes, the preparation and filing of the Registration Statement and arrangements in connection therewith, as certified by the Secretary of the Guarantor, on the date hereof as being complete, accurate and in effect.

For the purposes of this opinion, the Constitution, the Gaming Authority Ordinance and the LLC Code are referred to herein collectively as “Tribal Law.”

In our examination of the Documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the Documents, the authenticity of all originals of the Documents and the conformity to authentic originals of all of the Documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on applicable provisions of the following, as currently in effect: (i) as to the opinion expressed in Paragraph (a) below, Tribal Law, and (ii) as the opinion expressed in Paragraph (b) below, the laws of the State of New York (but not including any statutes, ordinances, administrative decisions, rules or regulations of any political subdivision of the State of New York). We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. As used herein, the term “the laws of the State of New York” includes the statutory provisions contained therein, all applicable provisions of the New York Constitution and reported judicial decisions interpreting these laws. The opinion expressed herein is based on a review of those laws that, in our experience, are generally recognized as applicable to the transactions contemplated in the Documents.

Based upon, subject to and limited by the foregoing, we are of the opinion that:

Mohegan Tribal Gaming Authority

September 30, 2003

Page 4

(a) The Exchange Notes have been duly authorized on behalf of the Authority and the Exchange Guarantee has been duly authorized on behalf of the Guarantor.

(b) Following the effectiveness of the Registration Statement and receipt by the Authority of the Outstanding Notes with the Outstanding Guarantee thereon in exchange for the Exchange Notes with the Exchange Guarantee thereon as specified in the resolutions of the Management Board and the Tribal Council and the Resolution and Consent of the Sole Member of the Guarantor referred to above and assuming due execution, authentication, issuance and delivery of the Exchange Notes and the Exchange Guarantee as provided in the Indenture, the Exchange Notes will constitute valid and binding obligations of the Authority, and the Exchange Guarantee will constitute a valid and binding obligation of the Guarantor, enforceable in accordance with their terms.

In addition to the qualifications, exceptions and limitations elsewhere set forth in this opinion letter, our opinions expressed above are also subject to the effect of: (i) bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and (ii) the exercise of judicial discretion and the application of principles of equity including, without limitation, requirements of good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law).

This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Hogan & Hartson L.L.P.

HOGAN & HARTSON L.L.P.