-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KzI2TzWV+ooQbgLnloH5wY8OpMiljV51G0DlRHB/eGFWu7QOTP/nwRGQYbbvw9Ez UK1KpLZnXxfDgd4nebCO+Q== 0000912057-96-012351.txt : 19960617 0000912057-96-012351.hdr.sgml : 19960617 ACCESSION NUMBER: 0000912057-96-012351 CONFORMED SUBMISSION TYPE: S-2MEF PUBLIC DOCUMENT COUNT: 5 333-02147 FILED AS OF DATE: 19960614 EFFECTIVENESS DATE: 19960614 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE GAMING CORP CENTRAL INDEX KEY: 0000002491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880104066 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-06001 FILM NUMBER: 96580938 BUSINESS ADDRESS: STREET 1: 4380 BOULDER HGWY CITY: LAS VEGAS STATE: NV ZIP: 89121 BUSINESS PHONE: 7024354200 MAIL ADDRESS: STREET 1: 4380 BOULDER HIGHWAY CITY: LAS VEGAS STATE: NV ZIP: 89121 FORMER COMPANY: FORMER CONFORMED NAME: UNITED GAMING INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GAMING & TECHNOLOGY INC DATE OF NAME CHANGE: 19890206 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED PATENT TECHNOLOGY INC DATE OF NAME CHANGE: 19830519 S-2MEF 1 S-2MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ALLIANCE GAMING CORPORATION (Exact name of registrant as specified in its charter) NEVADA 88-0104066 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization)
4380 BOULDER HIGHWAY, LAS VEGAS, NEVADA 89121 (702) 435-4200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ALLIANCE GAMING CORPORATION SUBSIDIARIES Alliance Holding Company 88-0359253 Nevada BGII Acquisition Corp. Applied For Delaware APT Games, Inc. 88-0161456 Nevada Casino Electronics, Inc. 88-0151764 Nevada Foreign Gaming Ventures, Inc. 88-0274702 Nevada United Coin Machine Co. 88-0085163 Nevada APT Coin Machines, Inc. 88-0161523 Nevada Trolley Stop, Inc. 88-0245311 Nevada Plantation Investments, Inc. 88-0250243 Nevada Mizpah Investments, Inc. 88-0251796 Nevada United Games, Inc. 88-0245642 Nevada Slot Palace, Inc. 88-0245274 Nevada WCAL, Inc. 88-0245271 Nevada Double Eagle Hotel & Casino, Inc. 88-0251585 Nevada FCJI, Inc. 88-0268512 Nevada (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF (EXACT NAME OF REGISTRANTS AS IDENTIFICATION INCORPORATION OR SPECIFIED IN THEIR CHARTERS) NOS.) ORGANIZATION) United Native American, Inc. 88-0315171 Nevada Native American Investments, Inc. 33-0589929 Delaware Oregon Ventures, Inc. 88-274703 Nevada Indiana Gaming Ventures, Inc. 88-0307743 Nevada Mississippi Ventures, Inc. 88-0307742 Nevada United Gaming of Iowa, Inc. 88-0318560 Nevada United Gaming Rainbow 88-0307744 Nevada Mississippi Ventures II, Inc. 88-0321191 Nevada Vermont Financial Ventures, Inc. 88-0329758 Nevada Missouri Ventures II, Inc. 88-0336728 Nevada Louisiana Ventures, Inc. 88-0274662 Nevada Alpine Willow Investments, Inc. Applied For California Kansas Gaming Ventures, Inc. 88-0322395 Nevada Pennsylvania Gaming Ventures I, Inc. 88-0349632 Nevada (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF (EXACT NAME OF REGISTRANTS AS IDENTIFICATION INCORPORATION OR SPECIFIED IN THEIR CHARTERS) NOS.) ORGANIZATION)
---------------------------------------- JOHN W. ALDERFER CHIEF FINANCIAL OFFICER 4380 BOULDER HIGHWAY LAS VEGAS, NEVADA 89121 (702) 435-4200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------------- COPIES TO: LAWRENCE LEDERMAN, Esq. NICHOLAS P. SAGGESE, Esq. ARNOLD B. PEINADO, III, Esq. Skadden, Arps, Slate, Meagher & Flom Milbank, Tweed, Hadley & McCloy 300 South Grand Avenue 1 Chase Manhattan Plaza Los Angeles, California 90071 New York, New York 10005 (213) 687-5000 (212) 530-5000
---------------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If the registrant elects to deliver its latest annual report to security-holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this form, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-02147 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration number for the same offering. / / ____________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ---------------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) PRICE (1) % Senior Secured Notes due 2003........................ $14,000,000 98% $13,720,000 Guarantees (2)............................................ -- -- -- TITLE OF EACH CLASS OF AMOUNT OF SECURITIES TO BE REGISTERED REGISTRATION FEE % Senior Secured Notes due 2003........................ $4,731 Guarantees (2)............................................ --
(1) Estimated solely for purposes of calculating the registration fee. (2) Alliance Holding Company, BGII Acquisition Corp., APT Games, Inc., Casino Electronics, Inc., Foreign Gaming Ventures, Inc., United Coin Machine Co., APT Coin Machines, Inc., Trolley Stop, Inc., Plantation Investments, Inc., Mizpah Investments, Inc., United Games, Inc., Slot Palace, Inc., WCAL, Inc., Double-Eagle Hotel & Casino, Inc., FCJI, Inc., United Native American, Inc., Native American Investments, Inc., Oregon Ventures, Inc., Indiana Gaming Ventures, Inc., Mississippi Ventures, Inc., United Gaming of Iowa, Inc., United Gaming Rainbow, Mississippi Ventures II, Inc., Vermont Financial Ventures, Inc., Missouri Ventures II, Inc., Louisiana Ventures, Inc., Alpine Willow Investments, Inc., Kansas Gaming Ventures, Inc. and Pennsylvania Gaming Ventures I, Inc. are direct and indirect subsidiaries of Alliance Gaming Corporation and each is registering its Guarantee of payment of the principal of, premium, if any, and interest on the Senior Secured Notes being registered hereby. Pursuant to Rule 457(a) under the Securities Act of 1933, no registration fee is required with respect to the Guarantees. ---------------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement filed by Alliance Gaming Corporation and its subsidiary guarantors with the Securities and Exchange Commission (Registration No. 333-02147) pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Alliance Gaming Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. ALLIANCE GAMING CORPORATION By: /s/ JOHN W. ALDERFER* -------------------------------------------- Name: John W. Alderfer Title: Senior Vice President--Finance and Administration, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* Chairman of the Board of Directors, ------------------------------------------- President and Chief Executive Officer June 14, 1996 Steve Greathouse (Principal Executive Officer) Senior Vice President-Finance and /s/ JOHN W. ALDERFER* Administration, Chief Financial Officer ------------------------------------------- and Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ANTHONY DICESARE ------------------------------------------- Director and Executive Vice June 14, 1996 Anthony DiCesare President-Development ------------------------------------------- Director (Vice Chairman of the Board) June 14, 1996 Dr. Craig Fields /s/ JOEL KIRSCHBAUM* ------------------------------------------- Director June 14, 1996 Joel Kirschbaum /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms /s/ DAVID ROBBINS* ------------------------------------------- Director June 14, 1996 David Robbins
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Alliance Holding Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. ALLIANCE HOLDING COMPANY By: /s/ STEVE GREATHOUSE* -------------------------------------- Name: Steve Greathouse Title: President/Treasurer/Director Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* Director, President and Treasurer ------------------------------------------- (Principal Executive Officer, Financial June 14, 1996 Steve Greathouse and Accounting Officer)
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, BGII Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. BGII ACQUISITION CORP. By: /s/ STEVE GREATHOUSE* -------------------------------------- Name: Steve Greathouse Title: President/Treasurer/Director Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* Director, President and Treasurer ------------------------------------------- (Principal Executive Officer, Financial June 14, 1996 Steve Greathouse and Accounting Officer)
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, APT Games, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. APT GAMES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- Director and President June 14, 1996 Steve Greathouse (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Casino Electronics, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. CASINO ELECTRONICS, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President June 14, 1996 Steve Greathouse (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Foreign Gaming Ventures, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. FOREIGN GAMING VENTURES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President June 14, 1996 Steve Greathouse (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, United Coin Machine Co. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. UNITED COIN MACHINE CO. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ ROBERT L. MIODUNSKI* ------------------------------------------- President June 14, 1996 Robert L. Miodunski (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ STEVE GREATHOUSE* ------------------------------------------- Director June 14, 1996 Steve Greathouse /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, APT Coin Machines, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. APT COIN MACHINES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ ROBERT L. SAXTON* ------------------------------------------- President June 14, 1996 Robert L. Saxton (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Trolley Stop, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. TROLLEY STOP, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ ROBERT L. SAXTON* ------------------------------------------- President June 14, 1996 Robert L. Saxton (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Plantation Investments, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. PLANTATION INVESTMENTS, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ ROBERT L. SAXTON* ------------------------------------------- President June 14, 1996 Robert L. Saxton (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Mizpah Investments, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. MIZPAH INVESTMENTS, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ ROBERT L. SAXTON* ------------------------------------------- President June 14, 1996 Robert L. Saxton (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, United Games, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. UNITED GAMES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President June 14, 1996 Steve Greathouse (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Slot Palace, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. SLOT PALACE, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ ROBERT L. SAXTON* ------------------------------------------- President June 14, 1996 Robert L. Saxton (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, WCAL, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. WCAL, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ ROBERT L. SAXTON* ------------------------------------------- President June 14, 1996 Robert L. Saxton (Principal Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Double Eagle Hotel & Casino, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. DOUBLE EAGLE HOTEL & CASINO, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, FCJI, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. FCJI, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: President and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ JOHN W. ALDERFER* President and Treasurer (Principal ------------------------------------------- Executive, Financial and Accounting June 14, 1996 John W. Alderfer Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, United Native American, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. UNITED NATIVE AMERICAN, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Financial and June 14, 1996 Steve Greathouse Accounting Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Native American Investments, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. NATIVE AMERICAN INVESTMENTS, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Director and Treasurer (Principal June 14, 1996 John W. Alderfer Financial and Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Oregon Ventures, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. OREGON VENTURES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Indiana Gaming Ventures, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. INDIANA GAMING VENTURES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Mississippi Ventures, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. MISSISSIPPI VENTURES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, United Gaming of Iowa, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. UNITED GAMING OF IOWA, INC. By: /s/ STEVE GREATHOUSE* -------------------------------------- Name: Steve Greathouse Title: President and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* President and Treasurer (Principal ------------------------------------------- Executive, Financial and Accounting June 14, 1996 Steve Greathouse Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, United Gaming Rainbow certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. UNITED GAMING RAINBOW By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Mississippi Ventures II, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. MISSISSIPPI VENTURES II, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Vermont Financial Ventures, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. VERMONT FINANCIAL VENTURES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Missouri Ventures II, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. MISSOURI VENTURES II, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Director and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- Director and President (Principal June 14, 1996 Steve Greathouse Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Director and Treasurer (Principal June 14, 1996 John W. Alderfer Financial and Accounting Officer)
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Louisiana Ventures, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. LOUISIANA VENTURES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Alpine Willow Investments, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. ALPINE WILLOW INVESTMENTS, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Chief Executive Officer/Secretary/Chief Financial Officer/Director Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- Chief Executive Officer/Secretary/ Chief /s/ JOHN W. ALDERFER* Financial Officer/Director (Principal ------------------------------------------- Executive, Financial and Accounting June 14, 1996 John W. Alderfer Officer)
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Kansas Gaming Ventures, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. KANSAS GAMING VENTURES, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- President (Principal Executive Officer) June 14, 1996 Steve Greathouse /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Pennsylvania Gaming Ventures I, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. PENNSYLVANIA GAMING VENTURES I, INC. By: /s/ JOHN W. ALDERFER* -------------------------------------- Name: John W. Alderfer Title: Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ ---------------------------------------- --------------- /s/ STEVE GREATHOUSE* ------------------------------------------- Director and President (Principal June 14, 1996 Steve Greathouse Executive Officer) /s/ JOHN W. ALDERFER* ------------------------------------------- Treasurer (Principal Financial and June 14, 1996 John W. Alderfer Accounting Officer) /s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms
*By: /s/ ANTHONY DICESARE - ----------------------------------------- Anthony DiCesare, as Attorney-in-fact EX-5.1 2 OPINION OF MILBANK Exhibit 5.1 Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza New York, NY 10005 June 14, 1996 Alliance Gaming Corporation 4380 Boulder Highway Las Vegas, Nevada 89121 Re: Alliance Gaming Corporation Senior Secured Notes due 2003 Ladies and Gentlemen: We are acting as special counsel for Alliance Gaming Corporation, a Nevada corporation ("Alliance"), in connection with the proposed offering (the "Offering") of $154,000,000 principal amount of Alliance's Senior Secured Notes due 2003 (the "Notes"). The Notes are to be issued pursuant to an Indenture (the "Indenture") proposed to be entered into between Alliance and United States Trust Company of New York, as trustee. The Notes are to be guaranteed by certain subsidiaries of Alliance, identified in the Indenture (the "Guarantors") pursuant to guarantees set forth in the Indenture (the "Guarantees", and together with the Notes, the "Securities"). In connection with the Offering, Alliance has filed registration statements on Form S-2 (the "Registration Statement") with the Securities and Exchange Commission for the purpose of registering the Securities under the Securities Act of 1933, as amended. We have examined originals, or copies certified to our satisfaction, of such corporate records of Alliance and the Guarantors, certificates of public officials, certificates of officers and representatives of Alliance and the Guarantors and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In our examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. As to various questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon certifications by officers of Alliance and the Guarantors and other appropriate persons and statements contained in the Registration Statement. Based on the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that when the Indenture is duly authorized, executed and delivered, and when the Securities have been duly authorized, executed, authenticated and issued in accordance with the terms of the Indenture and delivered against payment therefor in accordance with the terms of the underwriting agreement pursuant to which the Securities will be offered, the Securities will constitute legal, valid and binding obligations of Alliance or the Guarantors, as the case may be, entitled to the benefits of, and subject to the provisions of, the Indenture, and except (a) as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors' rights, and (b) that such enforceability may be limited by the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedies and (ii) concepts of materiality, reasonableness, good faith and fair dealing. We wish to point out that the obligations of Alliance and the Guarantors, and the rights and remedies of the trustee, under the Indenture may be subject to possible limitations upon the exercise of remedial or procedural provisions contained therein, but such limitations do not in our opinion (but subject to the foregoing qualifications) make the remedies and procedures that will be afforded to the trustee inadequate for the practical realization of the substantive benefits purported to be provided to the trustee by the Indenture. We do not express any opinion as to the applicability to the obligations of any Guarantor (or the enforceability of such obligations) of Section 548 of chapter 11 of Title 11 of the United States Code, as amended, or any other provision of law related to fraudulent conveyances, transfers or obligations. We do not express any opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America. We hereby consent to the reference to us under the heading "Legal Matters" in the Prospectus constituting a part of the Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, Milbank, Tweed, Hadley & McCloy EX-8 3 OPINION OF MILBANK June 14, 1996 Alliance Gaming Corporation 4380 Boulder Highway Las Vegas, NV 89121 Re: Federal Income Tax Considerations Relating to the Senior Secured Notes ------------------------------------ Dear Sirs: We have acted as counsel to Alliance Gaming Corporation ("Alliance") in connection with the proposed offering of $154 Million of its 12 7/8% Senior Secured Notes due 2003, as described in Alliance's Registration Statement on Form S-2 (the "Registration Statement"), filed on this date with the Securities and Exchange Commission, and any amendments and supplements thereto. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the headings "Material Federal Income Tax Consequences To Holders of Senior Secured Notes" in the prospectus contained in the Registration Statement. In rendering our opinion, we have examined and are familiar with originals or copies, certified or otherwise 2 June 14, 1996 identified to our satisfaction, of such documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of Alliance. Subject to the assumptions, qualifications and comments in this letter, we are of the opinion that the statements in the prospectus contained in the Registration Statement with respect to United States Federal income taxation under the heading "Material Federal Income Tax Consequences To Holders of Senior Secured Notes," to the extent they constitute matters of law or legal conclusions, are correct in all material respects. Very truly yours, /s/ Milbank, Tweed, Hadley & McCloy EX-23.1 4 CONSENT OF KPMG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Alliance Gaming Corp.: We consent to the use of our report included herein and to the reference to our firm under the heading "Experts" in the registration statement. As noted under the captions "Forecast of Operations" and "Experts", KPMG Peat Marwick LLP has not examined the Forecast presented under "Forecast of Operations" and, accordingly we do not express an opinion or any other form of assurance with respect thereto. KPMG PEAT MARWICK LLP Las Vegas, Nevada June 14, 1996 EX-23.2 5 CONSENT OF COOPERS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-2 of our report, dated February 13, 1996, on our audits of the consolidated financial statements of Bally Gaming International, Inc. We also consent to the reference to our firm under the caption "Experts." As noted under the captions "Forecast of Operations" and "Experts," Coopers & Lybrand L.L.P. neither examined nor compiled nor had any other involvement with the preparation of the accompanying prospective financial information included in this registration statement and, accordingly, we do not express an opinion or any other form of assurance with respect thereto, nor do we assume any responsibility for such prospective financial information. COOPERS & LYBRAND L.L.P. Las Vegas, Nevada June 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----