S-4/A

As filed with the Securities and Exchange Commission on May 21, 2010

Registration No. 333-165747

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

to

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Pinnacle Entertainment, Inc.

and Additional Subsidiary Guarantor Registrants

(See Table of Other Registrants Below)
(Exact Name of Registrant as Specified in Its Charter)

Delaware	7990	95-3667491
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification
incorporation or organization)	Classification Code Number)	Number)
	8918 Spanish Ridge Avenue
	Las Vegas, Nevada 89148
	(702) 541-7777

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

John A. Godfrey, Esq.
Executive Vice President, General Counsel and Secretary
Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148
(702) 541-7777

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

Copy to:
Ashok W. Mukhey, Esq.
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, California 90067
(310) 277-1010

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     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. o

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

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

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

     If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

     Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

     Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of each class of	Amount to be	Proposed maximum offering	Proposed maximum	Amount of
securities to be registered	registered	price per note (1)	aggregate offering price (1)	registration fee
85/8% Senior Notes due 2017	$450,000,000	100%	$450,000,000	$32,085 (1)(4)
Guarantees of 85/8% Senior Notes due 2017 (2)	—(2)	—(2)	—(2)	—(3)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2)	No separate consideration will be received for the guarantees.
(3)	Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the guarantees.
(4)	Previously paid.

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, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

PART II INFORMATION NOT REQUIRED IN PROSPECTUS
	Item 20. Indemnification of Directors and Officers
	Item 21. Exhibits and Financial Statement Schedules
	Item 22. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-5.1
EX-5.2
EX-5.3
EX-5.4
EX-5.5
EX-5.6
EX-5.7
EX-5.8

OTHER REGISTRANTS

			Address, including Zip
			Code, and Telephone
	State or Other	I.R.S.	Number, including
	Jurisdiction of	Employer	Area Code, of
Exact Name of Registrant as Specified	Incorporation or	Identification	Registrant’s Principal
in its Charter	Organization	Number	Executive Offices
ACE Gaming, LLC	New Jersey	54-2131351	*
AREH MLK LLC	Delaware	—	*
AREP Boardwalk Properties LLC	Delaware	26-4464389	*
Belterra Resort Indiana, LLC	Nevada	93-1199012	*
BILOXI CASINO CORP.	Mississippi	64-0814408	*
Boomtown, LLC	Delaware	94-3044204	*
Casino Magic Corp.	Minnesota	64-0817483	*
Casino One Corporation	Mississippi	64-0814345	*
Louisiana-I Gaming, a Louisiana Partnership in Commendam	Louisiana	72-1238179	*
Mitre Associates LLC	Delaware	—	*
OGLE HAUS, LLC	Indiana	31-1672109	*
PNK (Baton Rouge) Partnership	Louisiana	72-1246016	*
PNK (BOSSIER CITY), INC.	Louisiana	64-0878110	*
PNK (CHILE 1), LLC	Delaware	51-0553578	*
PNK (CHILE 2), LLC	Delaware	51-0553581	*
PNK Development 7, LLC	Delaware	20-4328580	*
PNK Development 8, LLC	Delaware	20-4486902	*
PNK Development 9, LLC	Delaware	20-4328766	*
PNK Development 13, LLC	New Jersey	20-4330677	*
PNK (ES), LLC	Delaware	51-0534293	*
PNK (LAKE CHARLES), L.L.C.	Louisiana	02-0614452	*
PNK (Reno), LLC	Nevada	88-0101849	*
PNK (River City), LLC	Missouri	20-4330736	*
PNK (SCB), L.L.C.	Louisiana	72-1233908	*
PNK (ST. LOUIS RE), LLC	Delaware	51-0553585	*
PNK (STLH), LLC	Delaware	51-0553583	*
President Riverboat Casino-Missouri, Inc.	Missouri	43-1525395	*
PSW PROPERTIES LLC	Delaware	—	*
St. Louis Casino Corp.	Missouri	64-0836600	*
Yankton Investments, LLC	Nevada	83-0445853	*

* c/o Pinnacle Entertainment, Inc., 8918 Spanish Ridge Avenue, Las Vegas, Nevada 89148, (702) 541-7777.

EXPLANATORY NOTE

     This Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-165747) is being filed solely for the purpose of filing a revised form of Exhibit 5.1 and new Exhibits 5.2 through 5.8. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus has been omitted and this Amendment No. 1 consists only of the facing page, this explanatory note and Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Registrants Incorporated or Organized in Delaware

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145 further authorizes a Delaware corporation to indemnify any person serving in such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person.

Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

As permitted by Section 102(b)(7) of the DGCL, Article XII of Pinnacle’s Restated Certificate of Incorporation, as amended (the “Restated Certificate”), provides that no director of Pinnacle shall be personally liable to Pinnacle or its stockholders for monetary damages for breach of fiduciary duty by such director for corporate actions as a director to the fullest extent permitted by the DGCL.

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The Restated Certificate also provides that Pinnacle shall indemnify its officers and directors to the fullest extent permitted by the DGCL. As permitted by Section 145 of the DGCL, Pinnacle’s Restated Bylaws provide that directors and elected officers who are made, or are threatened to be made, parties to, or are involved in any action, suit or proceeding will be indemnified by Pinnacle to the fullest extent authorized by the DGCL against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith. The Restated Bylaws require Pinnacle to advance expenses to its directors and elected officers, provided that, if the DGCL so requires, they undertake to repay the amount advanced if it is ultimately determined by a court that they are not entitled to indemnification. The Restated Bylaws also provide that the Chief Executive Officer may also appoint officers. Such appointed officers will serve at the pleasure of the Chief Executive Officer and hold officer titles solely for purposes of identification and business convenience. Unless otherwise expressly provided by the Chief Executive Officer and except as required by law, such appointed officers shall not be considered officers for any purpose, including, without limitation, for purposes of indemnification under the Restated Bylaws or otherwise.

Section 18-108 of the Delaware Limited Liability Company Act (“DLLCA”) provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The limited liability company agreement of each of AREH MLK LLC, AREP Boardwalk Properties LLC, Boomtown, LLC, Mitre Associates LLC, PNK (CHILE 1), LLC, PNK (CHILE 2), LLC, PNK Development 7, LLC, PNK Development 8, LLC, PNK Development 9, LLC, PNK (ES), LLC, PNK (STLH), LLC, PNK (ST. LOUIS RE), LLC and PSW Properties LLC (individually, a “Delaware Company” and collectively, the “Delaware Companies”) provides that a Covered Person (as defined below) will not be liable to such limited liability company for good faith acts or omissions, unless a court determines such acts or omissions involved intentional misconduct, fraud or a knowing violation of the law that was material to the cause of action or such person derived an improper personal benefit from the transaction. As used herein, the term “Covered Person” means (a) a member or general partner, (b) a manager, director or officer of a limited liability company or a limited partner of a partnership, (c) any person acting on behalf of a member or general partner to direct the activities of a limited liability company or partnership, or (d) any person who was, at the time of the act or omission in question, a person described in clause (a), (b) or (c) hereof.

The limited liability company agreement of each of the Delaware Companies also provides that each of the Delaware Companies shall indemnify and hold harmless a Covered Person to the fullest extent permitted by Section 18-108 of the DLLCA if such Covered Person acted in good faith on behalf of such Delaware Company and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of such Delaware Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such Covered Person was unlawful. Expenses of a Covered Person incurred in defending an action, suit or proceeding shall be paid by such Delaware Company as they are incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court that such Covered Person is not entitled to be indemnified. Any indemnification shall be satisfied solely out of the assets of such Delaware Company.

Pinnacle maintains insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers of Pinnacle. The employment agreements of certain of Pinnacle’s executive officers contain indemnification provisions that provide for the maximum protection permitted under applicable law.

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Pinnacle entered into an Indemnification Trust Agreement (the “Indemnification Trust Agreement”) on August 16, 2005, to create an indemnification trust to provide a source for (i) indemnification of and advancement of expenses to Pinnacle’s present and future directors and certain executive officers arising from their activities as such and (ii) payments for the premiums for directors and officers insurance purchased by Pinnacle from time to time, in the event that Pinnacle does not or is not financially able to fulfill such obligations or make such payments. At the time of creation, Pinnacle irrevocably deposited $5.0 million in the trust and pursuant to its terms would be obligated in certain circumstances to contribute up to an additional $5.0 million. The beneficiaries’ representative will have the exclusive right to convey payment demands from time to time on the trustee to direct payment to one or more of the beneficiaries. The term of the trust expires on August 16, 2015, at which time any remaining trust funds will be distributed to Pinnacle, except to the extent necessary to make full and adequate provision for claims made prior to such expiration date or any threatened or anticipated claims.

Registrant Incorporated or Organized in Indiana

Section 23-18-2-2 of the Indiana Business Flexibility Act (“Indiana LLC Law”) provides that, unless the limited liability company’s articles of organization provide otherwise, every limited liability company has power to indemnify and hold harmless any member, manager, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness and subject to any standards and restrictions set forth in a written operating agreement. Section 23-18-4-4 of Indiana LLC Law provides that a written operating agreement may provide for indemnification of a member or manager for monetary damages for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

The operating agreement of Ogle Haus, LLC provides that the company shall indemnify the member or any of its agents or managers with respect to company matters, except for fraud.

Registrants Incorporated or Organized in Louisiana

Section 83 of the Louisiana Business Corporation Law as codified in Chapter 1 of Title 12 of the Louisiana Revised Statutes permits a corporation to indemnify its directors, officers, employees and agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding to which he is or was a party or is threatened to be made a party (including any action by or in the right of the corporation) if such action arises out of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another business, foreign or non-profit corporation, partnership, joint venture, or other enterprise and he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The indemnification provisions of Section 83 are not exclusive, but no corporation may indemnify any person for willful or intentional misconduct. Section 83 also permits a corporation to advance expenses to its directors and officers, provided that they undertake to repay the amount advanced if it is ultimately determined by a court that they are not entitled to indemnification.

Article XII of PNK (Bossier City), Inc.’s Second Amended and Restated Bylaws provides for mandatory indemnification for current and former directors and officers to the full extent permitted by Louisiana law, including the right to be paid expenses incurred in defending a proceeding in advance of its final disposition.

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Section 1315 of the Louisiana Limited Liability Company Law as codified in Chapter 22 of Title 12 of the Louisiana Revised Statutes permits a limited liability company in its articles of organization or operating agreement to eliminate or limit the personal liability of members and managers for monetary damages for breaches of certain statutorily specified duties and to provide for indemnification of members and managers for judgments, settlements, penalties, fines, or expenses incurred because such person is or was a member or manager. No such permitted provisions shall limit or eliminate the liability of a member or manager for the amount of a financial benefit received by a member or manager to which he is not entitled or for any intentional violation of criminal law.

The limited liability company agreement of each of PNK (SCB), L.L.C. and PNK (LAKE CHARLES), L.L.C. (each a “Louisiana Company” and collectively, the “Louisiana Companies”) provides that a Covered Person will not be liable to such Louisiana Company for good faith acts or omissions, unless a court determines such acts or omissions involved intentional misconduct, fraud or a knowing violation of the law that was material to the cause of action or such Covered Person derived an improper personal benefit from the transaction.

The limited liability company agreement of each of the Louisiana Companies also provides that each of the Louisiana Companies shall indemnify and hold harmless a Covered Person to the fullest extent permitted by Louisiana law if such Covered Person acted in good faith on behalf of such Louisiana Company and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of such Louisiana Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such Covered Person was unlawful. Expenses of a Covered Person incurred in defending an action, suit or proceeding shall be paid by such Louisiana Company as they are incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court that such Covered Person is not entitled to be indemnified. Any indemnification shall be satisfied solely out of the assets of such Louisiana Company.

Sections 2801 to 2835 of the Louisiana Civil Code, which provide for general partnerships, and Sections 2836 to 2844 of the Louisiana Civil Code, which provide for Louisiana partnerships in Commendam, are silent with respect to indemnification. However, provisions that are not covered by Louisiana’s partnership laws are subject to the general provisions of Louisiana law, which permit indemnification except in certain circumstances.

The Third Amended and Restated Partnership Agreement of Louisiana-I Gaming, a Louisiana partnership in Commendam, and the Third Amended and Restated Partnership Agreement for PNK (Baton Rouge) Partnership (each a “Louisiana Partnership” or collectively, the “Louisiana Partnerships”) provide that a Covered Person will not be liable to such Louisiana Partnership for good faith acts or omissions, unless a court determines such acts or omissions involved intentional misconduct, fraud or a knowing violation of the law that was material to the cause of action or such Covered Person derived an improper personal benefit from the transaction.

The partnership agreements of each of the Louisiana Partnerships also provide that each of the Louisiana Partnerships shall indemnify and hold harmless a Covered Person if such Covered Person acted in good faith on behalf of such Louisiana Partnership and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the Louisiana Partnership, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such Covered Person was unlawful. Expenses of the Covered Person incurred in defending an action, suit or proceeding shall be paid by such Louisiana Partnership as they are incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court that such Covered Person is not entitled to be indemnified. Any indemnification shall be satisfied solely out of the assets of such Louisiana Partnership.

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Registrants Incorporated or Organized in Minnesota

Section 302A.521, subd. 2, of the Minnesota Business Corporation Act requires a corporation to indemnify a person made or threatened to be made a party to a proceeding by reason of the person’s former or present official capacity with respect to the corporation, against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding, if such person (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, excise taxes, or expenses; (2) acted in good faith; (3) received no improper personal benefit, and statutory procedure has been followed in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the person’s official capacity of director or, for a person not a director, in the official capacity of officer, board committee member or employee, reasonably believed that the conduct was in the best interests of the corporation, or, in the case of a director, officer or employee of the corporation involving service as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the corporation.

In addition, Section 302A.521, subd. 3, requires payment by the corporation of reasonable expenses in advance of final disposition of the proceeding if certain conditions are satisfied. A decision as to whether indemnification is required is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the Board, by special legal counsel, by the shareholders, or by a court.

Registrants Incorporated or Organized in Mississippi

Section 79-4-8.51 of the Mississippi Business Corporation Act (“MBCA”) grants to a corporation the authority to indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding, provided that he conducted himself in good faith and either (a) reasonably believed that, in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation and, in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and (b) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

MBCA § 79-4-8.52 also requires indemnification of any director who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Moreover, under the authority of MBCA § 79-4-8.54, a court may order indemnification of a director or advance for his expenses under certain circumstances specified in the statute. The mandatory and court-ordered indemnifications contained in MBCA Sections 79-4-8.52 and 79-4-8.54 apply to officers of corporations to the same extent as directors by express reference in Section 79-4-8.56.

Under MBCA § 79-4-8.56, a corporation also may indemnify and advance expenses to an officer of a corporation who is a party to a proceeding because he is an officer of the corporation. This indemnification may be made to the same extent as if such officer were a director of the corporation, and if he is an officer but not a director, to such further extent as may be provided elsewhere in the governing documents of the corporation and resolutions therefor, except under certain instances specified in the statute.

The Restated Bylaws for each of Biloxi Casino Corp. and Casino One Corporation (each, a “Mississippi Corporation” and collectively, the “Mississippi Corporations”) each provide that directors and officers

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who are made, or are threatened to be made, parties to, or are involved in, any action, suit or proceeding will be indemnified by such Mississippi Corporation to the fullest extent authorized by the MBCA against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith. The Restated Bylaws of the Mississippi Corporations require them to advance expenses to its directors and officers, provided that, if the MBCA so requires, they undertake to repay the amount advanced if it is ultimately determined by a court that they are not entitled to indemnification.

Registrants Incorporated or Organized in Missouri

Sections 351.355(1) and (2) of the General and Business Corporation Law of Missouri (the “MGBC”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 351.355(3) provides that except as otherwise provided in the articles of incorporation or the bylaws, to the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding.

Section 351.355(4) provides that any indemnification described above, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this section. The determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.

Section 351.355(5) provides that the board of directors may authorize that expenses incurred in defending an action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount.

The Articles of Incorporation, as amended, and the Amended and Restated Bylaws of President Riverboat Casino-Missouri, Inc. (the “President”) generally provide that directors and officers who are made, or are threatened to be made, parties to, or are involved in any action, suit or proceeding will be indemnified by the President to the fullest extent authorized by the MGBC against all expenses and

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liabilities, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with any proceeding. The Amended and Restated Bylaws of the President require it to advance expenses to its directors and officers, provided that, if the MGBC so requires, they undertake to repay the amount advanced if it is ultimately determined by a court that they are not entitled to indemnification.

The Missouri Limited Liability Company Act is silent as to indemnification. The limited liability company agreement of PNK (River City), LLC (“River City”) provides that a Covered Person will not be liable to such limited liability company for good faith acts or omissions, unless a court determines such acts or omissions involved intentional misconduct, fraud or a knowing violation of the law that was material to the cause of action or such person derived an improper personal benefit from the transaction.

The limited liability company agreement of River City also provides that River City shall indemnify and hold harmless a Covered Person if such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of River City, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such Covered Person was unlawful. Expenses of a Covered Person incurred in defending an action, suit or proceeding shall be paid by River City as they are incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court that such Covered Person is not entitled to indemnification. Any indemnification shall be satisfied solely out of the assets of River City.

Registrants Incorporated or Organized in Nevada

Section 86.411 of the Nevada Revised Statutes (“NRS”) provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except an action by or in the right of the limited liability company), by reason of being or having been a manager, member, employee or agent of the limited liability company or serving in certain capacities at the request of the limited liability company. Indemnification may include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified. Section 86.421 of the NRS provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the limited liability company to procure a judgment in its favor by reason of being or having been a manager, member, employee or agent of the limited liability company or serving in certain capacities at the request of the limited liability company except that indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged by a court of competent jurisdiction to be liable to the limited liability company or for amounts paid in settlement to the limited liability company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. However, to be entitled to indemnification, in either case the person to be indemnified must have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the limited liability company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 86.431 of the NRS also provides that, to the extent a manager, member, employee or agent of a limited liability company has been successful on the merits or otherwise in defense of any such action, he or she must be indemnified by the limited liability company against expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense.

Section 86.441 of the NRS permits a limited liability company to provide, in its articles of organization, operating agreement or other agreement, for the payment of expenses incurred by members or managers

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in defending any civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.

Section 86.461 of the NRS permits a limited liability company to purchase and maintain insurance or make other financial arrangements on behalf of the limited liability company’s members, managers, employees or agents, or any persons serving in certain capacities at the request of the limited liability company, for any liability and expenses incurred by them in their capacities as members, managers, employees or agents or arising out of their status as such, whether or not the limited liability company has the authority to indemnify him, her or them against such liability and expenses.

The articles of organization of PNK (Reno), LLC (“PNK Reno”) and Belterra Resort Indiana, LLC (“Belterra”) require such limited liability companies, in addition to any other rights of indemnification to which its members may be entitled, to pay or to purchase insurance or make other financial arrangements to pay, the expenses incurred by its members in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such members in their capacity as members of such limited liability companies, as such expenses are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an unsecured undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that they are not entitled to be indemnified by such companies.

The articles of organization of Yankton Investments, LLC (“Yankton”) require such limited liability company, in addition to any other rights of indemnification to which its members or managers may be entitled, to pay or to purchase insurance or make other financial arrangements to pay, the expenses incurred by its members or managers in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such members or managers in their capacity as members or managers of such company, as such expenses are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an unsecured undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that they are not entitled to be indemnified by such company.

The operating agreement of each of PNK Reno and Belterra provides that the member and any manager or officer of such limited liability company will not be liable to such limited liability company for good faith acts or omissions, unless a court determines such acts or omissions involved intentional misconduct, fraud or a knowing violation of the law that was material to the cause of action.

The operating agreement of Yankton provides that the member and any manager of such limited liability company, and any other person so designated by the member, will not be liable to such limited liability company for any act or omission made in good faith and in a manner reasonably believed by such person to be within the scope of his or her authority, except that such person is liable for any loss, damage or claim incurred due to such person’s intentional misconduct, fraud or knowing violation of the law, which was material to the cause of action.

The operating agreement of each of PNK Reno, Belterra and Yankton also provides that such limited liability company shall indemnify and hold harmless the member and any manager or officer of such limited liability company to the fullest extent permitted by the NRS. Expenses of such member, manager or officer incurred in defending an action, suit or proceeding shall be paid by such limited liability company as such expenses are incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court that such member, manager or officer is not entitled to be indemnified. Any indemnification shall be satisfied solely out of the assets of such limited liability company.

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Registrants Incorporated or Organized in New Jersey

Section 42:2B-10 of the New Jersey Limited Liability Company Act (“New Jersey LLC Law”) provides that, subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The limited liability company agreement of each of ACE Gaming, LLC and PNK Development 13, LLC (each a “New Jersey Company” and collectively, the “New Jersey Companies”) provides that a Covered Person will not be liable to such New Jersey Company for good faith acts or omissions, unless a court determines such acts or omissions involved intentional misconduct, fraud or a knowing violation of the law that was material to the cause of action or such Covered Person derived an improper personal benefit from the transaction.

The limited liability company agreement of each of the New Jersey Companies also provides that each of the New Jersey Companies shall indemnify and hold harmless a Covered Person to the fullest extent permitted by New Jersey LLC Law if such Covered Person acted in good faith on behalf of such New Jersey Company and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of such New Jersey Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such Covered Person was unlawful. Expenses of a Covered Person incurred in defending an action, suit or proceeding shall be paid by such New Jersey Company as they are incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court that such Covered Person is not entitled to be indemnified. Any indemnification shall be satisfied solely out of the assets of such New Jersey Company.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit
Number	Description of Exhibit
3.1	Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on May 9, 2005 (SEC File No. 001-13641)
3.2	Restated Bylaws of Pinnacle Entertainment, Inc., as amended, are hereby incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 2, 2010 (SEC File No. 001-13641)
3.3	Certificate of Formation of ACE Gaming, LLC is hereby incorporated by reference to Exhibit 3.3 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.4	Second Amended and Restated Limited Liability Company Agreement of ACE Gaming, LLC is hereby incorporated by reference to Exhibit 3.4 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.5	Certificate of Formation of AREH MLK LLC, as amended, is hereby incorporated by reference to Exhibit 3.5 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)

II-9

Exhibit
Number	Description of Exhibit
3.6	Third Amended and Restated Limited Liability Company Agreement of AREH MLK LLC is hereby incorporated by reference to Exhibit 3.6 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.7*	Amended and Restated Certificate of Formation of AREP Boardwalk Properties LLC
3.8	Second Amended and Restated Limited Liability Company Agreement of AREP Boardwalk Properties LLC is hereby incorporated by reference to Exhibit 3.8 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.9	Amended and Restated Articles of Organization Belterra Resort Indiana, LLC, are hereby incorporated by reference to Exhibit 4.1 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3/A filed on November 16, 2004 (SEC File No. 333-90426)
3.10	Amended and Restated Operating Agreement of Belterra Resort Indiana, LLC is hereby incorporated by reference to Exhibit 4.2 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3/A filed on November 16, 2004 (SEC File No. 333-90426)
3.11	Articles of Incorporation of Biloxi Casino Corp. are hereby incorporated by reference to Exhibit 3.33 to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on March 26, 1999 (SEC File No. 333-73235)
3.12	Amended and Restated Bylaws of Biloxi Casino Corp. is hereby incorporated by reference to Exhibit 3.12 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985).
3.13	Certificate of Formation of Boomtown, LLC is hereby incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 30, 2004 (SEC File No. 001-13641)
3.14	Amended and Restated Limited Liability Company Agreement of Boomtown, LLC is hereby incorporated by reference to Exhibit 3.14 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.15	Articles of Incorporation of Casino Magic Corp. , as amended, are hereby incorporated by reference to Exhibit 3.29 to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on March 26, 1999 (SEC File No. 333-73235)
3.16	Amended and Restated By-Laws of Casino Magic Corp. is hereby incorporated by reference to Exhibit 3.16 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.17	Articles of Incorporation of Casino One Corporation are hereby incorporated by reference to Exhibit 3.37 to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on March 26, 1999 (SEC File No. 333-73235)

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Exhibit
Number	Description of Exhibit
3.18	Amended and Restated Bylaws of Casino One Corporation is hereby incorporated by reference to Exhibit 3.18 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.19	Third Amended and Restated Partnership Agreement of Louisiana—I Gaming, a Louisiana Partnership in Commendam is hereby incorporated by reference to Exhibit 3.19 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.20	Certificate of Formation of MITRE Associates LLC is hereby incorporated by reference to Exhibit 3.20 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.21	Second Amended and Restated Limited Liability Company Agreement of MITRE Associates LLC is hereby incorporated by reference to Exhibit 3.21 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.22	Amended and Restated Articles of Organization of Ogle Haus, LLC are hereby incorporated by reference to Exhibit 4.37 to the Company’s Amendment No. 2 to Registration Statement on Form S-3/A filed on August 6, 2002 (SEC File No. 333-90426)
3.23	Operating Agreement of Ogle Haus, LLC is hereby incorporated by reference to Exhibit 4.38 to the Company’s Amendment No. 2 to Registration Statement on Form S-3/A filed on August 6, 2002 (SEC File No. 333-90426)
3.24	Third Amended and Restated Partnership Agreement of PNK (Baton Rouge) Partnership is hereby incorporated by reference to Exhibit 3.24 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.25	Restated Articles of Incorporation of PNK (Bossier City), Inc. is hereby incorporated by reference to Exhibit 3.25 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.26	Second Amended and Restated Bylaws of PNK (Bossier City), Inc. is hereby incorporated by reference to Exhibit 3.26 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.27	Certificate of Formation of PNK (CHILE 1), LLC is hereby incorporated by reference to Exhibit 3.27 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.28	Amended and Restated Limited Liability Company Agreement of PNK (CHILE 1), LLC is hereby incorporated by reference to Exhibit 3.28 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.29	Certificate of Formation of PNK (CHILE 2), LLC is hereby incorporated by reference to Exhibit 3.29 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)

II-11

Exhibit
Number	Description of Exhibit
3.30	Amended and Restated Limited Liability Company Agreement of PNK (CHILE 2), LLC is hereby incorporated by reference to Exhibit 3.30 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.31	Certificate of Formation of PNK Development 7, LLC is hereby incorporated by reference to Exhibit 3.31 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.32	Amended and Restated Limited Liability Company Agreement of PNK Development 7, LLC is hereby incorporated by reference to Exhibit 3.32 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.33	Certificate of Formation of PNK Development 8, LLC is hereby incorporated by reference to Exhibit 3.33 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.34	Amended and Restated Limited Liability Company Agreement of PNK Development 8, LLC is hereby incorporated by reference to Exhibit 3.34 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.35	Certificate of Formation of PNK Development 9, LLC is hereby incorporated by reference to Exhibit 3.35 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.36	Amended and Restated Limited Liability Company Agreement of PNK Development 9, LLC is hereby incorporated by reference to Exhibit 3.36 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.37	Certificate of Formation of PNK Development 13, LLC is hereby incorporated by reference to Exhibit 3.37 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.38	Second Amended and Restated Limited Liability Company Agreement of PNK Development 13, LLC is hereby incorporated by reference to Exhibit 3.38 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.39	Certificate of Formation of PNK (ES), LLC is hereby incorporated by reference to Exhibit 3.39 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.40	Amended and Restated Limited Liability Company Agreement of PNK (ES), LLC is hereby incorporated by reference to Exhibit 3.40 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.41	Articles of Organization of PNK (LAKE CHARLES), L.L.C. are hereby incorporated by reference to Exhibit 4.24 to the Company’s Registration Statement no Form S-3 filed on August 6, 2002 (SEC File No. 333-90426)

II-12

Exhibit
Number	Description of Exhibit
3.42	Amended and Restated Limited Liability Company Agreement of PNK (LAKE CHARLES), L.L.C. is hereby incorporated by reference to Exhibit 3.42 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.43	Articles of Organization of PNK (Reno), LLC are hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 19, 2003 (SEC File No. 001-13641)
3.44	Operating Agreement of PNK (Reno), LLC is hereby incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 19, 2003 (SEC File No. 001-13641)
3.45*	Articles of Organization of PNK (River City), LLC, as amended
3.46*	Operating Agreement of PNK (River City), LLC
3.47	Articles of Organization of PNK (SCB), L.L.C., as amended, is hereby incorporated by reference to Exhibit 3.45 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.48	Second Amended and Restated Limited Liability Company Agreement of PNK (SCB), L.L.C. is hereby incorporated by reference to Exhibit 3.46 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.49	Certificate of Formation of PNK (ST. LOUIS RE), LLC is hereby incorporated by reference to Exhibit 3.47 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.50	Amended and Restated Limited Liability Company Agreement of PNK (ST. LOUIS RE), LLC is hereby incorporated by reference to Exhibit 3.48 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.51	Certificate of Formation of PNK (STLH), LLC, as amended, is hereby incorporated by reference to Exhibit 3.49 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.50	Second Amended and Restated Limited Liability Company Agreement of PNK (STLH), LLC is hereby incorporated by reference to Exhibit 3.50 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.52*	Articles of Incorporation of President Riverboat Casino-Missouri, Inc., as amended
3.53*	Amended and Restated By-Laws of President Riverboat Casino-Missouri, Inc.
3.54	Certificate of Formation of PSW Properties LLC is hereby incorporated by reference to Exhibit 3.51 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)

II-13

Exhibit
Number	Description of Exhibit
3.55	Second Amended and Restated Limited Liability Company Agreement of PSW Properties LLC is hereby incorporated by reference to Exhibit 3.52 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.56	Articles of Incorporation of St. Louis Casino Corp., as amended, is hereby incorporated by reference to Exhibit 3.53 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.57	Amended and Restated By-laws of St. Louis Casino Corp. is hereby incorporated by reference to Exhibit 3.54 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.58	Articles of Organization of Yankton Investments, LLC, as amended is hereby incorporated by reference to Exhibit 3.55 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.59	Operating Agreement of Yankton Investments, LLC is hereby incorporated by reference to Exhibit 3.56 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
4.1	Indenture dated as of August 10, 2009, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641).
4.2	First Supplemental Indenture, dated as of February 5, 2010, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc. the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is herby incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641).
4.3	Form of 8.625% Senior Note due 2017 is hereby incorporated by reference to Exhibit A contained in Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641).
4.4	Registration Rights Agreement, dated as of August 10, 2009, among the Company, the guarantors identified therein and J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., and Deutsche Bank Securities Inc., as representatives of the several Initial Purchasers named in Schedule 1 of the Purchase Agreement is hereby incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641).
5.1**	Opinion of Irell & Manella LLP.
5.2**	Opinion of Brownstein Hyatt Farber Schreck, LLP.
5.3**	Opinion of Baker & Daniels LLP.
5.4**	Opinion of Stone Pigman Walther Wittmann L.L.C.
5.5**	Opinion of Briol & Associates, PLLC.
5.6**	Opinion of Lathrop & Gage LLP.

II-14

Exhibit
Number	Description of Exhibit
5.7**	Opinion of Sills Cummis & Gross P.C.
5.8**	Opinion of Watkins Ludlam Winter & Stennis, P.A.
12.1*	Computation of Ratio of Earnings to Fixed Charges.
23.1*	Consent of Deloitte & Touche LLP.
23.2*	Consent of Ernst & Young LLP.
23.3**	Consent of Irell & Manella LLP (included in their opinion filed as Exhibit 5.1).
23.4**	Consent of Brownstein Hyatt Farber Schreck, LLP (included in their opinion filed as Exhibit 5.2).
23.5**	Consent of Baker & Daniels LLP (included in their opinion filed as Exhibit 5.3).
23.6**	Consent of Stone Pigman Walther Wittmann L.L.C. (included in their opinion filed as Exhibit 5.4).
23.7**	Consent of Briol & Associates, PLLC (included in their opinion filed as Exhibit 5.5).
23.8**	Consent of Lathrop & Gage LLP (included in their opinion filed as Exhibit 5.6).
23.9**	Consent of Sills Cummis & Gross P.C. (included in their opinion filed as Exhibit 5.7).
23.10**	Consent of Watkins Ludlam Winter & Stennis, P.A. (included in their opinion filed as Exhibit 5.8).
24.1*	Power of Attorney.
25.1*	Statement of Eligibility of Trustee on Form T-1.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery.
99.3*	Form of Broker Letter.
99.4*	Form of Letter to Holders and DTC Participants.
99.5*	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

*	Previously filed with the Form S-4 filed by the Registrant on March 26, 2010.
**	Filed herewith.

Item 22. Undertakings

     (a) The undersigned registrants hereby undertake:

II-15

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

     The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

     (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

     (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

     (iv) Any other communication that is used in the offering made by the undersigned registrant to the purchaser

II-16

     (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 20 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

     (d) The undersigned Registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

     (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (e) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

     (f) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PINNACLE ENTERTAINMENT, INC., a Delaware corporation
By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Executive Vice President and Chief Financial
	Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Director, President and Chief Executive Officer (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Stephen H. Capp
*	Director and Nonexecutive Chairman of the Board
Richard J. Goeglein
*	Director
Stephen C. Comer
*	Director
John V. Giovenco
*	Director
Ellis Landau
*	Director
Bruce A. Leslie
*	Director
James L. Martineau
*	Director
Michael Ornest
*	Director
Lynn P. Reitnouer

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-1

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

ACE Gaming, LLC a New Jersey limited liability company
By:	its Sole Member
	PNK DEVELOPMENT 13, LLC,   a New Jersey limited liability company
	By:	its Sole Member
		BILOXI CASINO CORP.,   a Mississippi corporation
		By:	/s/ Stephen H. Capp
			Stephen H. Capp
			Chief Financial Officer
			and Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Chief Executive Officer of Registrant and Sole Director and Chairman of the Board of Biloxi Casino Corp., the Sole Member of PNK Development 13, LLC, the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
Stephen H. Capp

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-2

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

AREH MLK LLC a Delaware limited liability company
By: its Sole Member
	BILOXI CASINO CORP., a Mississippi corporation
	By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Chief Financial Officer and Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Sole Director, Chairman of the Board and Chief Executive Officer of Biloxi Casino Corp., the Sole Member of Registrant (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Chief Financial Officer and Treasurer of Biloxi Casino Corp., the Sole Member of Registrant (Principal Financial and Accounting Officer)
Stephen H. Capp

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-3

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

AREP Boardwalk Properties LLC, a Delaware limited liability company
By: its Sole Member
	BILOXI CASINO CORP.,   a Mississippi corporation
	By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Chief Financial Officer and
		Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Chief Executive Officer of Registrant and Sole Director and Chairman of the Board of Biloxi Casino Corp., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
Stephen H. Capp

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-4

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company
By: its Sole Member
	PINNACLE ENTERTAINMENT, INC.,       a Delaware corporation
	By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Executive Vice President and
		Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Financial and Accounting Officer)
Stephen H. Capp
*	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, the Sole Member of Registrant
Richard J. Goeglein
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Stephen C. Comer
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
John V. Giovenco
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Ellis Landau
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Bruce A. Leslie
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
James L. Martineau

S-5

Signature	Title
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Michael Ornest
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Lynn P. Reitnouer

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-6

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

BILOXI CASINO CORP., a Mississippi corporation
By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Chief Financial Officer and Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Sole Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
Stephen H. Capp

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-7

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

BOOMTOWN, LLC, a Delaware limited liability company
By: its Sole Member
	PINNACLE ENTERTAINMENT, INC.,       a Delaware corporation
	By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Executive Vice President
		and Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Chief Executive Officer and President of Registrant and Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp	Chief Financial Officer (Principal Financial and Accounting Officer)
Stephen H. Capp
*	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, the Sole Member of Registrant
Richard J. Goeglein
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Stephen C. Comer
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
John V. Giovenco
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Ellis Landau
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Bruce A. Leslie
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
James L. Martineau

S-8

Signature	Title
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Michael Ornest
*	Director of Pinnacle Entertainment, the Sole Member of Registrant
Lynn P. Reitnouer

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-9

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

CASINO MAGIC CORP., a Minnesota corporation
By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Chief Financial Officer (Principal Financial and Accounting Officer)
Stephen H. Capp

*By:	/s/ Stephen H. Capp
	Stephen H. Capp Attorney-in-Fact

S-10

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

CASINO ONE CORPORATION, a Mississippi corporation
By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Treasurer (Principal Financial and Accounting Officer)
Stephen H. Capp

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-11

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

LOUISIANA-I GAMING, a Louisiana Partnership in Commendam
By: its General Partner
	BOOMTOWN, LLC,      a Delaware limited liability company
	By: its Sole Member
		PINNACLE ENTERTAINMENT, INC.,           a Delaware corporation
		By:	/s/ Stephen H. Capp
			Stephen H. Capp
			Executive Vice President and
			Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Chief Executive Officer and President of Boomtown, LLC, the General Partner of Registrant and Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Boomtown, LLC, the General Partner of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp	Chief Financial Officer of Boomtown, LLC, the General Partner of Registrant (Principal Financial and Accounting Officer)
Stephen H. Capp
*	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, the Sole Member of Boomtown, LLC, the General Partner of Registrant
Richard J. Goeglein
*	Director of Pinnacle Entertainment, the Sole Member of Boomtown, LLC, the General Partner of Registrant
Stephen C. Comer
*	Director of Pinnacle Entertainment, the Sole Member of Boomtown, LLC, the General Partner of Registrant
John V. Giovenco

S-12

Signature	Title
*	Director of Pinnacle Entertainment, the Sole Member of Boomtown, LLC, the General Partner of Registrant
Ellis Landau
*	Director of Pinnacle Entertainment, the Sole Member of Boomtown, LLC, the General Partner of Registrant
Bruce A. Leslie
*	Director of Pinnacle Entertainment, the Sole Member of Boomtown, LLC, the General Partner of Registrant
James L. Martineau
*	Director of Pinnacle Entertainment, the Sole Member of Boomtown, LLC, the General Partner of Registrant
Michael Ornest
*	Director of Pinnacle Entertainment, the Sole Member of Boomtown, LLC, the General Partner of Registrant
Lynn P. Reitnouer

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-13

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

MITRE ASSOCIATES LLC, a Delaware limited liability company
By:	its Sole Member
	PNK DEVELOPMENT 13, LLC,
	a New Jersey limited liability company
	By:	its Sole Member
		BILOXI CASINO, CORP.,
		a Mississippi corporation
		By:	/s/ Stephen H. Capp
			Stephen H. Capp
			Chief Financial Officer and
			Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Chief Executive Officer of Registrant and Sole Director and Chairman of the Board of Biloxi Casino Corp., the Sole Member of PNK Development 13, LLC, the Sole Member of Registrant (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
Stephen H. Capp

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-14

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

OGLE HAUS, LLC, an Indiana limited liability company
By:	its Sole Member
	BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company
	By:	its Sole Member
		PINNACLE ENTERTAINMENT, INC., a Delaware corporation
		By:	/s/ Stephen H. Capp
			Stephen H. Capp
			Executive Vice President and
			Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant (Principal Financial and Accounting Officer)
Stephen H. Capp
*	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant
Richard J. Goeglein
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant
Stephen C. Comer
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant
John V. Giovenco

S-15

Signature	Title
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant
Ellis Landau
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant
Bruce A. Leslie
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant
James L. Martineau
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant
Michael Ornest
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Belterra Resort Indiana, LLC, the Sole Member of Registrant
Lynn P. Reitnouer

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-16

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (BATON ROUGE) PARTNERSHIP, a Louisiana General Partnership
By:	its Managing Partner
	PNK DEVELOPMENT 8, LLC, a Delaware limited liability company
	By:	its Sole Member
		PINNACLE ENTERTAINMENT, INC., a Delaware corporation
		By:	/s/ Stephen H. Capp
			Stephen H. Capp
			Executive Vice President and
			Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant (Principal Financial and Accounting Officer)
Stephen H. Capp
*	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant
Richard J. Goeglein
*	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant
Stephen C. Comer
*	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant
John V. Giovenco

S-17

Signature	Title
*	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant
Ellis Landau
*	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant
Bruce A. Leslie
*	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant
James L. Martineau
*	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant
Michael Ornest
*	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 8, LLC, the Managing Partner of Registrant
Lynn P. Reitnouer

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-18

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (BOSSIER CITY), INC., a Louisiana corporation
By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Treasurer (Principal Financial and Accounting Officer)
Stephen H. Capp

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-19

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (CHILE 1), LLC, a Delaware limited liability company
By:	its Sole Member
	PINNACLE ENTERTAINMENT, INC.,   a Delaware corporation
	By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Executive Vice President and
		Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Director, President and Chief Executive Officer of
Anthony M. Sanfilippo	Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp	Executive Vice President and Chief Financial Officer
Stephen H. Capp	of Pinnacle Entertainment, Inc., the Sole Member of the Registrant (Principal Financial and Accounting Officer)
*	Director and Nonexecutive Chairman of the Board
Richard J. Goeglein	of Pinnacle Entertainment, Inc., the Sole Member of Registrant
*	Director of Pinnacle Entertainment, Inc., the Sole Member
Stephen C. Comer	of Registrant
*	Director of Pinnacle Entertainment, Inc., the Sole Member
John V. Giovenco	of Registrant
*	Director of Pinnacle Entertainment, Inc., the Sole Member
Ellis Landau	of Registrant
*	Director of Pinnacle Entertainment, Inc., the Sole Member
Bruce A. Leslie	of Registrant
*	Director of Pinnacle Entertainment, Inc., the Sole Member
James L. Martineau	of Registrant

S-20

Signature	Title
*	Director of Pinnacle Entertainment, Inc., the Sole Member
Michael Ornest	of Registrant
*	Director of Pinnacle Entertainment, Inc., the Sole Member
Lynn P. Reitnouer	of Registrant

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-21

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (CHILE 2), LLC, a Delaware limited liability company
By:	its Sole Member
	PINNACLE ENTERTAINMENT, INC.,   a Delaware corporation
	By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Executive Vice President and
		Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of the Registrant (Principal Financial and Accounting Officer)
Stephen H. Capp
*	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Richard J. Goeglein
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Stephen C. Comer
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
John V. Giovenco
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Ellis Landau
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Bruce A. Leslie
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
James L. Martineau

S-22

Signature	Title
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Michael Ornest
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Lynn P. Reitnouer

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-23

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK DEVELOPMENT 7, LLC, a Delaware limited liability company
By:	its Sole Member
	PINNACLE ENTERTAINMENT, INC.,   a Delaware corporation
	By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Executive Vice President and
		Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
*	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
Anthony M. Sanfilippo
/s/ Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Financial and Accounting Officer)
Stephen H. Capp
*	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Richard J. Goeglein
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Stephen C. Comer
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
John V. Giovenco
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Ellis Landau
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Bruce A. Leslie
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
James L. Martineau

S-24

Signature	Title
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Michael Ornest
*	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
Lynn P. Reitnouer

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-25

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK DEVELOPMENT 8, LLC,
a Delaware limited liability company

By: its Sole Member

PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation

By:  /s/ Stephen H. Capp                          

Stephen H. Capp
Executive Vice President and
Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

S-26

Signature	Title
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

*By:     /s/ Stephen H. Capp

Stephen H. Capp
Attorney-in-Fact

S-27

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK DEVELOPMENT 9, LLC,
a Delaware limited liability company

By: its Sole Member

PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation

By:  /s/ Stephen H. Capp                          

Stephen H. Capp
Executive Vice President and
Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

S-28

Signature	Title
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

*By:     /s/ Stephen H. Capp

Stephen H. Capp
Attorney-in-Fact

S-29

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK DEVELOPMENT 13, LLC,
a New Jersey limited liability company

By: its Sole Member

BILOXI CASINO CORP.,
a Mississippi corporation

By:  /s/ Stephen H. Capp                                    

Stephen H. Capp
Chief Financial Officer and Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Chief Executive Officer of Registrant and Sole Director and Chairman of the Board of Biloxi Casino Corp., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

*By:     /s/ Stephen H. Capp

Stephen H. Capp
Attorney-in-Fact

S-30

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (ES), LLC,
a Delaware limited liability company

By: its Sole Member

PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation

By:  /s/ Stephen H. Capp                          

Stephen H. Capp
Executive Vice President and
Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Chief Executive Officer of Registrant and Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant
/s/ Stephen H. Capp Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

S-31

Signature	Title
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

*By:     /s/ Stephen H. Capp

Stephen H. Capp
Attorney-in-Fact

S-32

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (LAKE CHARLES), LLC,

a Louisiana limited liability company

By: its Sole Member/Manager

PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation

By:  /s/ Stephen H. Capp                          

Stephen H. Capp
Executive Vice President and
Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant

S-33

Signature	Title
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member/Manager of Registrant

*By:     /s/ Stephen H. Capp

Stephen H. Capp
Attorney-in-Fact

S-34

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (RIVER CITY), LLC,
a Missouri limited liability company

By: its Sole Member

PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation

By:  /s/ Stephen H. Capp                          

Stephen H. Capp
Executive Vice President and
Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Chief Executive Officer of Registrant and Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Treasurer (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

S-35

Signature	Title
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

*By:     /s/ Stephen H. Capp

Stephen H. Capp
Attorney-in-Fact

S-36

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (RENO), LLC,
a Nevada limited liability company

By: its Sole Member

PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation

By: /s/ Stephen H. Capp                              

Stephen H. Capp
Executive Vice President and
Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature		Title
* Anthony M. Sanfilippo	Chief Executive Officer and President of Registrant and Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

S-37

Signature		Title
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

*By:     /s/ Stephen H. Capp

Stephen H. Capp
Attorney-in-Fact

S-38

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (SCB), LLC,
a Louisiana limited liability company

By: its Sole Member

PNK DEVELOPMENT 7, LLC,
a Delaware limited liability company

By: its Sole Member

PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation

By: /s/ Stephen H. Capp                              

Stephen H. Capp
Executive Vice President and
Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature		Title
* Anthony M. Sanfilippo	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 7, LLC, the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 7, LLC, the Sole Member of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 7, LLC, the Sole Member of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 7, LLC, the Sole Member of Registrant

S-39

Signature		Title
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 7, LLC, the Sole Member of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 7, LLC, the Sole Member of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 7, LLC, the Sole Member of Registrant
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 7, LLC, the Sole Member of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member of PNK Development 7, LLC, the Sole Member of Registrant

*By:     /s/ Stephen H. Capp

Stephen H. Capp
Attorney-in-Fact

S-40

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (STLH), LLC,
a Delaware limited liability company

By: its Sole Member

PINNACLE ENTERTAINMENT, INC.,
a Delaware corporation

By: /s/ Stephen H. Capp                              

Stephen H. Capp
Executive Vice President and
Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature		Title
* Anthony M. Sanfilippo	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

S-41

Signature		Title
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

*By:     /s/ Stephen H. Capp

Stephen H. Capp
Attorney-in-Fact

S-42

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PNK (ST. LOUIS RE), LLC,
a Delaware limited liability company
By:	its Sole Member
	PINNACLE ENTERTAINMENT, INC.,
	a Delaware corporation
	By:	/s/ Stephen H. Capp
			Stephen H. Capp
			Executive Vice President and
			Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

S-43

Signature	Title
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-44

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PRESIDENT RIVERBOAT CASINO-MISSOURI, INC.,
a Missouri corporation
By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Chief Financial Officer and Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Sole Director and Chairman of the Board (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-45

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

PSW PROPERTIES LLC
a Delaware limited liability company
By:	its Sole Member
	BILOXI CASINO, CORP.,
	a Mississippi corporation
	By:	/s/ Stephen H. Capp
			Stephen H. Capp
			Executive Vice President and
			Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Sole Director, Chairman of the Board and Chief Executive Officer of Biloxi Casino Corp., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Chief Financial Officer and Treasurer of Biloxi Casino Corp., the Sole Member of Registrant (Principal Financial and Accounting Officer)

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-46

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

ST. LOUIS CASINO CORP.,
a Missouri corporation
By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Sole Director and Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Chief Financial Officer (Principal Financial and Accounting Officer)

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-47

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 20^th day of May, 2010.

YANKTON INVESTMENTS, LLC,
a Nevada limited liability company
By:	/s/ John A. Godfrey
		John A. Godfrey
		Manager

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 20, 2010.

Signature	Title
* Anthony M. Sanfilippo	Director, President and Chief Executive Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Executive Officer)
/s/ Stephen H. Capp Stephen H. Capp	Executive Vice President and Chief Financial Officer of Pinnacle Entertainment, Inc., the Sole Member of Registrant (Principal Financial and Accounting Officer)
* Richard J. Goeglein	Director and Nonexecutive Chairman of the Board of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Stephen C. Comer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* John V. Giovenco	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Ellis Landau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Bruce A. Leslie	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* James L. Martineau	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Michael Ornest	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant
* Lynn P. Reitnouer	Director of Pinnacle Entertainment, Inc., the Sole Member of Registrant

*By:	/s/ Stephen H. Capp
	Stephen H. Capp
	Attorney-in-Fact

S-48

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
3.1	Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on May 9, 2005 (SEC File No. 001-13641)
3.2	Restated Bylaws of Pinnacle Entertainment, Inc., as amended, are hereby incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 2, 2010 (SEC File No. 001-13641)
3.3	Certificate of Formation of ACE Gaming, LLC is hereby incorporated by reference to Exhibit 3.3 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.4	Second Amended and Restated Limited Liability Company Agreement of ACE Gaming, LLC is hereby incorporated by reference to Exhibit 3.4 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.5	Certificate of Formation of AREH MLK LLC, as amended, is hereby incorporated by reference to Exhibit 3.5 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.6	Third Amended and Restated Limited Liability Company Agreement of AREH MLK LLC is hereby incorporated by reference to Exhibit 3.6 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.7*	Amended and Restated Certificate of Formation of AREP Boardwalk Properties LLC
3.8	Second Amended and Restated Limited Liability Company Agreement of AREP Boardwalk Properties LLC is hereby incorporated by reference to Exhibit 3.8 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.9	Amended and Restated Articles of Organization Belterra Resort Indiana, LLC, are hereby incorporated by reference to Exhibit 4.1 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3/A filed on November 16, 2004 (SEC File No. 333-90426)
3.10	Amended and Restated Operating Agreement of Belterra Resort Indiana, LLC is hereby incorporated by reference to Exhibit 4.2 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3/A filed on November 16, 2004 (SEC File No. 333-90426)

Exhibit
Number	Description of Exhibit
3.11	Articles of Incorporation of Biloxi Casino Corp. are hereby incorporated by reference to Exhibit 3.33 to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on March 26, 1999 (SEC File No.  333-73235)
3.12	Amended and Restated Bylaws of Biloxi Casino Corp. is hereby incorporated by reference to Exhibit 3.12 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985).
3.13	Certificate of Formation of Boomtown, LLC is hereby incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 30, 2004 (SEC File No. 001-13641)
3.14	Amended and Restated Limited Liability Company Agreement of Boomtown, LLC is hereby incorporated by reference to Exhibit 3.14 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.15	Articles of Incorporation of Casino Magic Corp. , as amended, are hereby incorporated by reference to Exhibit 3.29 to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on March 26, 1999 (SEC File No. 333-73235)
3.16	Amended and Restated By-Laws of Casino Magic Corp. is hereby incorporated by reference to Exhibit 3.16 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.17	Articles of Incorporation of Casino One Corporation are hereby incorporated by reference to Exhibit 3.37 to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on March 26, 1999 (SEC File No. 333-73235)
3.18	Amended and Restated Bylaws of Casino One Corporation is hereby incorporated by reference to Exhibit 3.18 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.19	Third Amended and Restated Partnership Agreement of Louisiana—I Gaming, a Louisiana Partnership in Commendam is hereby incorporated by reference to Exhibit 3.19 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No.  333-149985)
3.20	Certificate of Formation of MITRE Associates LLC is hereby incorporated by reference to Exhibit 3.20 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.21	Second Amended and Restated Limited Liability Company Agreement of MITRE Associates LLC is hereby incorporated by reference to Exhibit 3.21 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)

Exhibit
Number	Description of Exhibit
3.22	Amended and Restated Articles of Organization of Ogle Haus, LLC are hereby incorporated by reference to Exhibit 4.37 to the Company’s Amendment No. 2 to Registration Statement on Form S-3/A filed on August 6, 2002 (SEC File No. 333-90426)
3.23	Operating Agreement of Ogle Haus, LLC is hereby incorporated by reference to Exhibit 4.38 to the Company’s Amendment No. 2 to Registration Statement on Form S-3/A filed on August 6, 2002 (SEC File No. 333-90426)
3.24	Third Amended and Restated Partnership Agreement of PNK (Baton Rouge) Partnership is hereby incorporated by reference to Exhibit 3.24 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.25	Restated Articles of Incorporation of PNK (Bossier City), Inc. is hereby incorporated by reference to Exhibit 3.25 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.26	Second Amended and Restated Bylaws of PNK (Bossier City), Inc. is hereby incorporated by reference to Exhibit 3.26 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.27	Certificate of Formation of PNK (CHILE 1), LLC is hereby incorporated by reference to Exhibit 3.27 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.28	Amended and Restated Limited Liability Company Agreement of PNK (CHILE 1), LLC is hereby incorporated by reference to Exhibit 3.28 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.29	Certificate of Formation of PNK (CHILE 2), LLC is hereby incorporated by reference to Exhibit 3.29 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.30	Amended and Restated Limited Liability Company Agreement of PNK (CHILE 2), LLC is hereby incorporated by reference to Exhibit 3.30 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.31	Certificate of Formation of PNK Development 7, LLC is hereby incorporated by reference to Exhibit 3.31 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.32	Amended and Restated Limited Liability Company Agreement of PNK Development 7, LLC is hereby incorporated by reference to Exhibit 3.32 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)

Exhibit
Number	Description of Exhibit
3.33	Certificate of Formation of PNK Development 8, LLC is hereby incorporated by reference to Exhibit 3.33 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.34	Amended and Restated Limited Liability Company Agreement of PNK Development 8, LLC is hereby incorporated by reference to Exhibit 3.34 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.35	Certificate of Formation of PNK Development 9, LLC is hereby incorporated by reference to Exhibit 3.35 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.36	Amended and Restated Limited Liability Company Agreement of PNK Development 9, LLC is hereby incorporated by reference to Exhibit 3.36 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.37	Certificate of Formation of PNK Development 13, LLC is hereby incorporated by reference to Exhibit 3.37 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.38	Second Amended and Restated Limited Liability Company Agreement of PNK Development 13, LLC is hereby incorporated by reference to Exhibit 3.38 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.39	Certificate of Formation of PNK (ES), LLC is hereby incorporated by reference to Exhibit 3.39 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.40	Amended and Restated Limited Liability Company Agreement of PNK (ES), LLC is hereby incorporated by reference to Exhibit 3.40 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.41	Articles of Organization of PNK (LAKE CHARLES), L.L.C .. are hereby incorporated by reference to Exhibit 4.24 to the Company’s Registration Statement no Form S-3 filed on August 6, 2002 (SEC File No. 333-90426)
3.42	Amended and Restated Limited Liability Company Agreement of PNK (LAKE CHARLES), L.L.C. is hereby incorporated by reference to Exhibit 3.42 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.43	Articles of Organization of PNK (Reno), LLC are hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 19, 2003 (SEC File No. 001-13641)

Exhibit
Number	Description of Exhibit
3.44	Operating Agreement of PNK (Reno), LLC is hereby incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 19, 2003 (SEC File No. 001-13641)
3.45*	Articles of Organization of PNK (River City), LLC, as amended
3.46*	Operating Agreement of PNK (River City), LLC
3.47	Articles of Organization of PNK (SCB), L.L.C., as amended, is hereby incorporated by reference to Exhibit 3.45 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.48	Second Amended and Restated Limited Liability Company Agreement of PNK (SCB), L.L.C. is hereby incorporated by reference to Exhibit 3.46 to the Company’s Form S-4/A filed on May 7, 2008 (SEC File No. 333-149985)
3.49	Certificate of Formation of PNK (ST. LOUIS RE), LLC is hereby incorporated by reference to Exhibit 3.47 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.50	Amended and Restated Limited Liability Company Agreement of PNK (ST. LOUIS RE), LLC is hereby incorporated by reference to Exhibit 3.48 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.51	Certificate of Formation of PNK (STLH), LLC, as amended, is hereby incorporated by reference to Exhibit 3.49 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.50	Second Amended and Restated Limited Liability Company Agreement of PNK (STLH), LLC is hereby incorporated by reference to Exhibit 3.50 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.52*	Articles of Incorporation of President Riverboat Casino-Missouri, Inc., as amended
3.53*	Amended and Restated By-Laws of President Riverboat Casino-Missouri, Inc.
3.54	Certificate of Formation of PSW Properties LLC is hereby incorporated by reference to Exhibit 3.51 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.55	Second Amended and Restated Limited Liability Company Agreement of PSW Properties LLC is hereby incorporated by reference to Exhibit 3.52 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)

Exhibit
Number	Description of Exhibit
3.56	Articles of Incorporation of St. Louis Casino Corp., as amended, is hereby incorporated by reference to Exhibit 3.53 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.57	Amended and Restated By-laws of St. Louis Casino Corp. is hereby incorporated by reference to Exhibit 3.54 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.58	Articles of Organization of Yankton Investments, LLC, as amended is hereby incorporated by reference to Exhibit 3.55 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
3.59	Operating Agreement of Yankton Investments, LLC is hereby incorporated by reference to Exhibit 3.56 to the Company’s Form S-4 filed on March 31, 2008 (SEC File No. 333-149985)
4.1	Indenture dated as of August 10, 2009, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641).
4.2	First Supplemental Indenture, dated as of February 5, 2010, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc. the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is herby incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641).
4.3	Form of 8.625% Senior Note due 2017 is hereby incorporated by reference to Exhibit A contained in Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641).
4.4	Registration Rights Agreement, dated as of August 10, 2009, among the Company, the guarantors identified therein and J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., and Deutsche Bank Securities Inc., as representatives of the several Initial Purchasers named in Schedule 1 of the Purchase Agreement is hereby incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641).
5.1**	Opinion of Irell & Manella LLP.
5.2**	Opinion of Brownstein Hyatt Farber Schreck, LLP.
5.3**	Opinion of Baker & Daniels LLP.
5.4**	Opinion of Stone Pigman Walther Wittmann L.L.C.
5.5**	Opinion of Briol & Associates, PLLC.
5.6**	Opinion of Lathrop & Gage LLP.
5.7**	Opinion of Sills Cummis & Gross P.C.

Exhibit
Number	Description of Exhibit
5.8**	Opinion of Watkins Ludlam Winter & Stennis, P.A.
12.1*	Computation of Ratio of Earnings to Fixed Charges.
23.1*	Consent of Deloitte & Touche LLP.
23.2*	Consent of Ernst & Young LLP.
23.3**	Consent of Irell & Manella LLP (included in their opinion filed as Exhibit 5.1).
23.4**	Consent of Brownstein Hyatt Farber Schreck, LLP (included in their opinion filed as Exhibit 5.2).
23.5**	Consent of Baker & Daniels LLP (included in their opinion filed as Exhibit 5.3).
23.6**	Consent of Stone Pigman Walther Wittmann L.L.C. (included in their opinion filed as Exhibit 5.4).
23.7**	Consent of Briol & Associates, PLLC (included in their opinion filed as Exhibit 5.5).
23.8**	Consent of Lathrop & Gage LLP (included in their opinion filed as Exhibit 5.6).
23.9**	Consent of Sills Cummis & Gross P.C. (included in their opinion filed as Exhibit 5.7).
23.10**	Consent of Watkins Ludlam Winter & Stennis, P.A. (included in their opinion filed as Exhibit 5.8).
24.1*	Power of Attorney.
25.1*	Statement of Eligibility of Trustee on Form T-1.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery.
99.3*	Form of Broker Letter.
99.4*	Form of Letter to Holders and DTC Participants.
99.5*	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

*	Previously filed with the Form S-4 filed by the Registrant on March 26, 2010.
**	Filed herewith.

EX-5.1

Exhibit 5.1

Irell & Manella llp
A REGISTERED LIMITED LIABILITY LAW PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS

840 NEWPORT CENTER DRIVE, SUITE 400	1800 AVENUE OF THE STARS, SUITE 900
NEWPORT BEACH, CA 92660-6324		TELEPHONE (310) 277-1010
TELEPHONE (949) 760-0991	LOS ANGELES, CALIFORNIA 90067-4276	FACSIMILE (310) 203-7199
FACSIMILE (949) 760-5200		WEBSITE: www.irell.com

May 19, 2010

Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148

Re: Pinnacle Entertainment, Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

     We are counsel to Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the Guarantors (as defined below), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $450 million aggregate principal amount of its new 8.625% Senior Notes due 2017 (the “New Notes”), in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.625% Senior Notes due 2017 (the “Old Notes” and, collectively with the New Notes, the “Notes”).

     The Old Notes contain guarantees (the “Old Guarantees”), and the New Notes upon issuance will contain guarantees (the “New Guarantees” and, collectively with the Old Guarantees, the “Guarantees”) by the following direct and indirect subsidiaries of the Company: ACE Gaming, LLC, a New Jersey limited liability company, AREH MLK LLC, a Delaware limited liability company, AREP Boardwalk Properties LLC, a Delaware limited liability company, Belterra Resort Indiana, LLC, a Nevada limited liability company, BILOXI CASINO CORP., a Mississippi corporation, Boomtown, LLC, a Delaware limited liability company, Casino Magic Corp., a Minnesota corporation, Casino One Corporation, a Mississippi corporation, Louisiana-I Gaming, a Louisiana Partnership in Commendam, MITRE Associates LLC, a Delaware limited liability company, OGLE HAUS, LLC, an Indiana limited liability company, PNK (Baton Rouge) Partnership, a Louisiana general partnership, PNK (BOSSIER CITY), INC., a Louisiana corporation, PNK (CHILE 1), LLC, a Delaware limited liability company, PNK (CHILE 2), LLC, a Delaware limited liability company, PNK Development 7, LLC, a Delaware limited liability company, PNK Development 8, LLC, a Delaware limited liability company, PNK Development 9, LLC, a Delaware limited liability company, PNK Development 13, LLC, a New Jersey limited liability company, PNK (ES), LLC, a Delaware limited liability company, PNK (LAKE

Pinnacle Entertainment, Inc.
May 19, 2010
Page 2

CHARLES), L.L.C., a Louisiana limited liability company, PNK (Reno), LLC, a Nevada limited liability company, PNK (River City), LLC, a Missouri limited liability company, PNK (SCB), L.L.C., a Louisiana limited liability company, PNK (ST. LOUIS RE), LLC, a Delaware limited liability company, PNK (STLH), LLC, a Delaware limited liability company, President Riverboat Casino — Missouri, Inc., a Missouri corporation, PSW PROPERTIES LLC, a Delaware limited liability company, St. Louis Casino Corp., a Missouri corporation, and Yankton Investments, LLC, a Nevada limited liability company (collectively, the “Guarantors”).

     The Old Notes and the Old Guarantees are, and the New Notes and the New Guarantees, upon issuance, will be, governed by the Indenture dated as of August 10, 2009, as supplemented by that First Supplemental Indenture dated as of February 5, 2010 (as supplemented, the “Indenture”) by and among the Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., a New York banking corporation, as trustee (the “Trustee”). This opinion letter is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

     In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1.	The Registration Statement, in the form filed with the Commission;
2.	The Indenture, which governs the Company’s Notes and the Guarantors’ Guarantees;
3.	The form of the New Guarantees; and
4.	The form of the New Notes.

We also have examined such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.

     In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the absence of any undisclosed modifications, waivers or amendments to any agreements reviewed by us, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. Furthermore, insofar as the Company is receiving concurrently herewith opinions of Indiana, Louisiana, Minnesota, Missouri, Mississippi, New Jersey and Nevada counsel to the Guarantors organized in such states, we have assumed for purposes of this opinion that the New Guarantees have been duly authorized by all requisite entity action on the part of the Guarantors (other than Guarantors organized in the state of Delaware) and that each of the persons executing the New Guarantees on behalf of the Guarantors (other than the

Pinnacle Entertainment, Inc.
May 19, 2010
Page 3

Guarantors organized in the state of Delaware) has been duly authorized to do so by all requisite entity action of such party. As to certain facts material to this opinion, we have relied without independent verification upon oral or written statements and factual representations of officers and other representatives of the Company, the Guarantors and others.

     Based upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act, (ii) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and (iii) the New Notes and New Guarantees are duly executed, issued and delivered by duly authorized officers of the Company and the Guarantors, respectively, and authenticated by the Trustee, all in accordance with the terms of the Indenture and the prospectus contained in the Registration Statement, against surrender and cancellation of a like principal amount of Old Notes and Old Guarantees, the New Notes issued by the Company and the New Guarantees issued by the Guarantors will constitute legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, receivership, arrangement, moratorium, fraudulent conveyance and transfer laws, and other laws and legal principles limiting or otherwise affecting the rights and remedies of creditors or providing relief to debtors, and by general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, principles of materiality, reasonableness, good faith and fair dealing, and the application of equitable principles to limit the availability of equitable remedies, such as specific performance of remedies granted under the New Notes and New Guarantees or the Indenture. Such principles of equity are of general application, and in applying such principles a court, among other things, might not allow a creditor to accelerate maturity of debt under certain circumstances including, without limitation, upon the occurrence of a default deemed immaterial or might decline to order the Company or the Guarantors to perform certain covenants. The enforceability of the New Guarantees may be further limited by statutory provisions and case law providing certain rights and defenses to guarantors, including exoneration of guarantors from their obligations under certain circumstances.

     Without limiting the paragraph above, certain of the provisions contained in the New Notes and New Guarantees or the Indenture may be limited or rendered unenforceable under applicable laws and judicial decisions including but not limited to (i) waivers of notices, defenses, remedies or demands (or the delay or omission in enforcement thereof), (ii) exculpation clauses in favor of the Trustee, (iii) clauses providing for recovery of attorneys’ fees or other expenses of enforcement, (iv) provisions for late payment fees and additional interest after default, (v) liability limitations or liquidated damages, (vi) indemnification provisions, (vii) provisions appointing the Trustee or another agent as

Pinnacle Entertainment, Inc.
May 19, 2010
Page 4

attorney-in-fact for various purposes, (viii) provisions that purport to establish evidentiary standards, (ix) provisions that provide that the New Notes and New Guarantees or the Indenture may be modified or waived only in writing, (x) waivers of the right to a jury trial, (xi) provisions purporting to convey rights to persons other than parties to the New Notes and New Guarantees or the Indenture, and (xii) provisions restricting access to legal or equitable remedies, such as specific performance of executory contracts.

     We observe that the Indenture, the New Notes and the New Guarantees purport to be governed by the laws of the State of New York, and our opinion is accordingly limited to such laws.

     We have relied on the Form T-1 and the certificates delivered by the Trustee as to the qualifications, authority, legal power and eligibility of the Trustee to act as trustee under the Indenture and to perform its duties in accordance with the terms of the Indenture.

     This opinion is given in respect of the New Notes and the New Guarantees only, and we express no opinion as to the legality, validity or binding effect of any related document, instrument or agreement or any other matter beyond the matters expressly set forth herein.

     This opinion is intended to be filed as an exhibit to the Registration Statement for the benefit of the holders of the Old Notes who will be acquiring the New Notes to be issued pursuant thereto. We consent to the use of our name under the caption “Legal Matters” in the Registration Statement and prospectus and any amendments thereto. In giving such consent, we do not admit that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,
 

/s/ IRELL & MANELLA LLP
 

IRELL & MANELLA LLP 

EX-5.2

Exhibit 5.2

May 19, 2010

Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148

Ladies and Gentlemen:

     We have acted as special Nevada counsel to Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), pursuant to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”), of $450,000,000 aggregate principal amount of the Company’s 8⁵/₈% Senior Notes Due 2017 (the “Exchange Notes”), which will contain guarantees (the “Exchange Guarantees”) by certain subsidiaries of the Company (collectively, the “Guarantors”), including, without limitation, Belterra Resort Indiana, LLC, a Nevada limited liability company (“Belterra”), PNK (Reno), LLC, a Nevada limited liability company (“PNK Reno”), and Yankton Investments, LLC, a Nevada limited liability company (“Yankton” and, together with Belterra and PNK Reno, the “Nevada Subsidiary Guarantors”). The Exchange Notes and Exchange Guarantees, when issued, will be governed by that certain Indenture, dated as of August 10, 2009, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of February 5, 2010, by and among the Company, the Guarantors and the Trustee (as so supplemented, the “Indenture”). This opinion letter is delivered at your request in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

     For purposes of rendering this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of the Registration Statement, the Indenture, the form of the Exchange Guarantees, the articles of organization and operating agreement, as amended to date, of each of the Nevada Guarantors, and such other documents, agreements, instruments and limited liability company records and proceedings, as we have deemed necessary or appropriate for purposes of this opinion letter. We have also obtained from officers, managers and other representatives of the Company and the Nevada Subsidiary Guarantors, as applicable, and from public officials, and have relied upon, as to factual matters only, such certificates, representations and assurances as we have deemed necessary or appropriate for the purpose of rendering the opinion set forth herein.

     Without limiting the generality of the foregoing, in rendering this opinion letter, we have assumed without independent verification that (i) each natural person executing a document has sufficient legal capacity to do so; (ii) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (iii) all limited liability company records made available to us by the Nevada Subsidiary Guarantors, and all public records we have reviewed, are accurate and complete.

     We are qualified to practice law in the State of Nevada. The opinion set forth herein are expressly limited to the laws of the State of Nevada, and we do not purport to be experts on, or to

100 North City Parkway, Suite 1600 | Las Vegas, NV 89106-4614     702.382.2101 tel

Brownstein Hyatt Farber Schreck, LLP | bhfs.com     702.382.8135 fax

Pinnacle Entertainment, Inc.
May 19, 2010
Page 2

express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.

     Based upon the foregoing, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that each of the Exchange Guarantees to which a Nevada Guarantor is a party has been duly authorized by such Nevada Subsidiary Guarantor.

     The opinion expressed herein is based upon the applicable laws of the State of Nevada and the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in such laws or facts after such time as the Registration Statement is declared effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinion set forth herein.

     We consent to your filing this opinion letter as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters”. In giving such 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/ Brownstein Hyatt Farber Schreck, LLP

EX-5.3

Exhibit 5.3

May 19, 2010

Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148

          Re:      Pinnacle Entertainment, Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

          We have acted as special Indiana counsel to Pinnacle Entertainment Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $450 million aggregate principal amount of its new 8.625% Senior Notes due 2017 (the “New Notes”), in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.625% Senior Notes due 2017 (the “Old Notes” and, collectively with the New Notes, the “Notes”).

          The Old Notes contain guarantees (the “Old Guarantees”), and the New Notes upon issuance will contain guarantees (the “New Guarantees” and, collectively with the Old Guarantees, the “Guarantees”) by certain direct and indirect subsidiaries of the Company (the “Guarantors”), including Ogle Haus, LLC, an Indiana limited liability company (“Ogle Haus”).

          In connection with this opinion, we have examined the Registration Statement and forms of the following documents provided to us (the documents identified at items a. through d. below being referred to herein collectively as the “Operative Documents”):

     a. the Indenture, dated as of August 10, 2009, among the Company, The Bank of New York Trust Company, N.A., as Trustee, and the Guarantors named therein;

May 19, 2010

Pinnacle Entertainment, Inc.

     b. the Notes;

     c. the Notation of Guaranty by the Guarantors;

     d. the Registration Rights Agreement, dated August 10, 2009, among the Company, the Guarantors, and the Initial Purchasers of the Notes identified therein; and

     e. Secretary’s Certificate dated May 19, 2010, by the Secretary of the Company as to various matters, including (a) Amended and Restated Articles of Organization of Ogle Haus, LLC, (b) the Operating Agreement of Ogle Haus, LLC dated as of October 22, 1999, and (c) Resolutions adopted by Combined Unanimous Written Consent of each of the Guarantors dated July 27, 2009 and August 7, 2009.

          For purposes of expressing our opinions herein, we have examined only the documents and certificates identified above and have made such examination of Indiana law as we have deemed relevant or necessary as the basis for such opinions. In making our examination of such documents, we have assumed that each of the Operative Documents has been duly authorized, executed, and delivered by, and constitutes the legal and valid obligation of each party thereto (other than Ogle Haus), and is enforceable against each party thereto (including Ogle Haus) in accordance with its terms. We have also assumed with respect to all documents the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the original documents of all documents submitted to us as certified, conformed, or photostatic copies thereof. As to various questions of fact material to our opinion, we have relied upon the representations and warranties made in the Operative Documents and upon certificates of officers of the Company, without any independent verification of the completeness or fairness of the statements contained therein.

          In addition to the foregoing, in rendering these opinions, we have, without independent investigation, assumed that (i) the sole member of Ogle Haus is Belterra Resort Indiana, LLC, a Nevada limited liability company (“Belterra”), (ii) the Company is the sole member of Belterra, and is the sole party with the power to manage and direct the affairs of Belterra, (iii) the organizational documents and other limited liability company records of Ogle Haus identified at item e. above are accurate and complete and no action of Ogle Haus or Belterra that is material to the opinion expressed herein has been taken that is not reflected therein, (iv) each of Belterra and the Company is duly organized and validly existing under the laws of its jurisdiction of organization, and is qualified to do business and is in good standing in all relevant jurisdictions, (v) Belterra possesses all requisite power, capacity, and authority to act as the sole member of Ogle Haus, and to execute and deliver the Operative Documents to which Ogle Haus is a party on behalf of Ogle Haus in its capacity as sole member of Ogle Haus, (vi) the execution and delivery by Belterra, in its capacity as sole member of Ogle Haus, of the Operative Documents have been duly authorized by all requisite action on the part of Belterrra and the Company, and (vii) each of the officers of the Company who executed the Operative Documents to which Ogle Haus is a party were duly authorized to execute and deliver such

2

May 19, 2010

Pinnacle Entertainment, Inc.

Operative Documents to which Ogle Haus is a party on behalf of the Company in its capacity as the sole member of Belterra, in Belterra’s capacity as the sole member of Ogle Haus.

          The opinions set forth herein are based upon and limited to the laws of the State of Indiana. No opinion is expressed herein as to “Blue Sky” or securities laws of the State of Indiana or as to the substance or effect of federal laws or the laws of any jurisdiction other than the State of Indiana, and this letter should not be construed as expressing an opinion on any matters, legal or otherwise, not specifically mentioned herein.

          Based upon and subject to the foregoing and the other qualifications and limitations stated herein, we are of the opinion that the Guarantees to which Ogle Haus is a party have been duly authorized by Ogle Haus.

          We consent to you filing this opinion as an exhibit to the Registration Statement for the benefit of the holders of the Old Notes who will be acquiring the New Notes to be issued pursuant thereto. If required by the rules of the Commission, we consent to the use of our name under the caption “Legal Matters” in the Registration Statement and prospectus and any amendments thereto. In giving such consent, we do not admit that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Baker & Daniels LLP

3

EX-5.4

Exhibit 5.4

May 19, 2010

Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148

Ladies and Gentlemen:

          We have acted as special Louisiana counsel to Pinnacle Entertainment, Inc. (the “Company”) and certain of its subsidiaries, namely Louisiana-I Gaming, a Louisiana Partnership in Commendam, PNK (Baton Rouge) Partnership, a Louisiana partnership, PNK (Bossier City), Inc., a Louisiana corporation, PNK (Lake Charles), L.L.C., a Louisiana limited liability company, and PNK (SCB), L.L.C., a Louisiana limited liability company (collectively, the “Louisiana Guarantors”), in connection with the proposed issuance by the Company of its $450 million aggregate principal amount of its new 8.625% Senior Notes due 2017 (the “New Notes”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to the proposed issuance by the Company of the New Notes in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.625% Senior Notes due 2017 (the “Old Notes” and, collectively with the New Notes, the “Notes”).

          The Old Notes contain guaranties (the “Old Guaranties”) and the New Notes upon issuance will contain guaranties (the “New Guaranties” and collectively with the Old Guaranties, the “Guaranties”) by certain of the subsidiaries of the Company, including the Louisiana Guarantors.

          The Old Notes and the Old Guaranties are, and the New Notes and the New Guaranties, upon issuance, will be, governed by the Indenture dated as of August 10, 2009, as supplemented by that First Supplemental Indenture dated as of February 5, 2010 (as supplemented, the “Indenture”) by and among the Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., a New York banking corporation, as trustee.

          In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

May 19, 2010

1.	The Registration Statement, in the form filed with the Commission;
2.	The Indenture, which governs the Company’s Notes and the Guarantors’ Guaranties;
3.	The form of the New Guaranties; and
4.	The form of the New Notes.

          We have also examined such other corporate, partnership and limited liability company proceedings, documents and matters, each as amended to date, of the Louisiana Guarantors, and such other documents, instruments, records and proceedings as we have deemed necessary or appropriate as a basis for this opinion.

          In rendering the opinion set forth in this letter, we have also relied upon and assumed, among other things, without independent verification: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as original documents; (iv) the absence of any undisclosed modifications, waivers or amendments to any documents reviewed by us; (v) the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies thereof and the authenticity of the originals of such latter documents; and (vi) the accuracy and completeness of the partnership, limited liability company and corporate records of the Louisiana Guarantors provided to us for our review. As to certain facts material to this opinion, we have relied upon without independent verification: (x) the accuracy and completeness of certificates or comparable documents of public officials; (y) representations of the Company contained in the documents listed above; and (z) certificates and the oral or written statements and factual representations of officers and other representatives of the Company, the Louisiana Guarantors and others, including without limitation the Secretary’s Certificate of the Louisiana Guarantors and other named subsidiaries of the Company dated as of the date of this opinion letter.

          Based upon the foregoing, and subject to the assumption and limitations set forth herein, we are of the opinion that each New Guaranty to which each Louisiana Guarantor is a party has been duly authorized by such Louisiana Guarantor.

          The opinions set forth herein are expressly limited to the laws of the State of Louisiana as in effect as of the date hereof. No opinion is expressed in this letter as to any other laws, including the federal laws of the United States of America or the laws of any state (except Louisiana), parochial, municipal, local, foreign, or other jurisdiction. Moreover, we express no opinion as to compliance with or the applicability or effect of any federal or state securities (including “blue sky”) laws, and related filing and notice requirements; any fraudulent transfer or fraudulent conveyance or similar laws; or any laws regarding fiduciary duties, fairness of any transaction, or unlawful dividends or distributions.

2

May 19, 2010

          We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to appropriate reference to this firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are experts within the meaning of, or that we are included in the category of persons whose consent is required under, Section 7 of the Securities Act or the rules and regulations of the Commission.

          This opinion letter is rendered as of the date of this letter. This letter expresses our legal opinion as to the foregoing matter based on our professional judgment at this time; it is not a guaranty or warranty as to any matter. The opinion in this letter is limited to the matter expressly set forth in this letter. Without limiting the generality of the foregoing, we render no opinion, whether by implication or otherwise, on the enforceability of the Notes or the Guaranties or as to any other matter, including any other matter relating to the Notes, the Guaranties, the Company, the Louisiana Guarantors or otherwise.

          We did not participate in the preparation of the Registration Statement. We have conducted no independent investigation with respect to, nor do we express any opinion with respect to, the accuracy, completeness, compliance with any securities or other laws, or fairness of any part of the Registration Statement.

Sincerely,

/s/ Stone Pigman Walther Wittmann L.L.C.

3

EX-5.5

Exhibit 5.5

May 19, 2010

Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148

     Re:      Pinnacle Entertainment, Inc.

Ladies and Gentlemen:

     We have acted as special counsel to Casino Magic Corp., a Minnesota corporation, in connection with the filing by Pinnacle Entertainment, Inc. (“Pinnacle”) with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by Pinnacle of $450 million aggregate principal amount of its new 8.625% Senior Notes due 2017 (the “Exchange Notes”), in connection with the proposed exchange of $1,000 principal amount of the Exchange Notes for each $1,000 principal amount of its outstanding 8.625% Senior Notes due 2017 (the “Old Notes” and, collectively with the Exchange Notes, the “Notes”). The Exchange Notes will contain guarantees (the “Guarantees”) by the Guarantors (as defined in the Indenture (as defined below)), including Casino Magic Corp. (the “Minnesota Guarantor”). The Exchange Notes and the Guarantees, upon issuance, will be governed by the Indenture dated as of August 10, 2009, as supplemented by that First Supplemental Indenture dated as of February 5, 2010 (as supplemented, the “Indenture”) by and among Pinnacle, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., a New York banking corporation, as trustee (the “Trustee”). This opinion letter is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

     In connection with this opinion, we have examined the Registration Statement and the Prospectus, the forms of the Indenture and Notes (including the Guarantees), and such other corporate proceedings, documents and matters, each as amended to date, of the Minnesota Guarantor, and such other corporate proceedings, documents and matters as we have deemed necessary or appropriate as a basis for this opinion.

     Without limiting the generality of the foregoing, in our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the absence of any undisclosed modifications, waivers or amendments to any agreements reviewed by us, the conformity to original documents of all

Pinnacle Entertainment, Inc.
May 19, 2010
Page 2

documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to certain facts material to this opinion, we have relied upon, without independent verification, the accuracy and completeness of certificates or comparable documents of public officials and certificates and the oral or written statements and factual representations of officers, directors and other representatives of the Company, the Minnesota Guarantor, and others.

     Based upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that that the Guarantees to which the Minnesota Guarantor is a party have been duly authorized by such Minnesota Guarantor.

     The opinions set forth herein are expressly limited to the laws of the State of Minnesota, and we do not purport to be experts on, or to express any opinion herein concerning, or to assume any responsibility as to the applicability to or the effect on any of the matters covered herein of, any other laws, including any federal securities law, or any state securities or “blue sky” laws or regulations.

     We consent to your filing this opinion as an exhibit to Pinnacle’s Registration Statement on Form S-4 dated on or about May 18, 2010, and, if required by the rules of the Commission, to the use of our name under the caption “Legal Matters” in the

Prospectus. In giving such consents, we do not admit that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Briol & Associates, PLLC

Briol & Associates, PLLC

EX-5.6

Exhibit 5.6

2345 Grand Boulevard
Suite 2800
Kansas City, Missouri 64108-2684
(816) 292-2000, Fax (816) 292-2001

May 20, 2010

Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148

Ladies and Gentlemen:

     We have acted as special counsel in the State of Missouri to Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and its subsidiaries St. Louis Casino Corp., a Missouri corporation, President Riverboat Casino-Missouri, Inc., a Missouri corporation, and PNK (River City), LLC, a Missouri limited liability company (collectively, the “Missouri Guarantors”), in connection with the filing by the Company of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended. The Registration Statement relates to the proposed issuance by the Company of $450,000,000 aggregate principal amount of its new 8.625% Senior Notes due 2017 (the “New Notes”), in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.625% Senior Notes due 2017 (the “Old Notes”). The Old Notes contain guarantees (the “Old Guarantees”), and the New Notes upon issuance will contain guarantees (the “New Guarantees”) by certain direct and indirect subsidiaries of the Company, including the Missouri Guarantors.

     The Old Notes and the Old Guarantees are, and the New Notes and the New Guarantees, upon issuance will be, governed by the Indenture dated as of August 10, 2009, as supplemented by that First Supplemental Indenture dated as of February 5, 2010 (as supplemented, the “Indenture”) by and among the Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., a New York banking corporation, as Trustee.

Documents Examined

     We have examined, among other things, the Indenture, the form of the New Guarantees and the form of the New Notes, and such corporate records and other documents as we have considered relevant and necessary for the purposes of this opinion.

Reliance and Assumptions

     We have relied upon, and assumed, with your permission, the accuracy and completeness of, certificates or comparable documents of public officials; certificates,

May 20, 2010
Page 2

declarations, representations of and conversations of and with officers, directors and other representatives of the Company and its subsidiaries; and representations made by the Company and its subsidiaries in the Registration Statement, the Indenture and in the Officer’s Certificate of even date herewith. As to matters of law, we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Missouri.

     We have assumed due authorization, execution and delivery of the agreements and documents referred to in this opinion by all parties thereto (other than the Missouri Guarantors), and the enforceability of such agreements and documents against such parties. We have also assumed, without independent investigation, that (i) the signatures on all documents examined by us are genuine, (ii) any individual executing such documents had the legal capacity to execute such documents, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as photostatic or certified copies, (v) the authenticity of such copies, and (vi) all company records of the Missouri Guarantors provided to us are accurate and complete and no company action of the Missouri Guarantors has been taken that is not reflected in those company records.

Opinions

     Based upon, and subject to, the foregoing, we are of the opinion that the New Guarantees have been duly authorized by the Missouri Subsidiaries.

Exceptions and Qualifications

     This opinion is rendered as of the date hereof only to you and is solely for your benefit in connection with the above transaction. No opinion is to be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter are given as of the date hereof and are limited to the internal laws of the State of Missouri. We express no opinion with respect to the effect of any law other than the internal laws of the State of Missouri. This letter expresses our legal opinion as to the foregoing matters based upon our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinions set forth above.

Sincerely,


LATHROP & GAGE LLP  

/s/ Lathrop & Gage LLP

EX-5.7

Exhibit 5.7

Sills Cummis & Gross
A PROFESSIONAL CORPORATION

The Legal Center
One Riverfront Plaza
Newark, New Jersey 07102-5400
Tel: 973-643-7000
Fax: 973-643-6500

One Rockefeller Plaza
New York, NY 10020
Tel: 212-643-7000
Fax: 212-643-6500

650 College Road East
Princeton, NJ 08540
Tel: 609-227-4600
Fax: 609-227-4646

May 19, 2010

Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148

          Re:       Pinnacle Entertainment, Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted only as special New Jersey counsel to Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the New Jersey Guarantors (as defined below), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $450 million aggregate principal amount of its new 8.625% Senior Notes due 2017 (the “New Notes”), in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.625% Senior Notes due 2017 (the “Old Notes” and, collectively with the New Notes, the “Notes”); and we do not and have not represented the Company or the New Jersey Guarantors generally or made any independent review of any of these entities’ files. Your reliance on this opinion should be guided accordingly.

     The Old Notes contain guarantees (the “Old Guarantees”), and the New Notes upon issuance will contain guarantees (the “New Guarantees” and, collectively with the Old Guarantees, the “Guarantees”) by certain subsidiaries of the Company (collectively, the “Guarantors”), including, without limitation, ACE Gaming, LLC, a New Jersey limited liability company (“ACE”), and PNK Development 13, LLC, a New Jersey limited liability company (“PNK 13” and, together with ACE, the “New Jersey Guarantors”).

     The Old Notes and the Old Guarantees are, and the New Notes and the New Guarantees, upon issuance, will be, governed by the Indenture dated as of August 10, 2009, as supplemented

Sills Cummis & Gross
      A Professional Corporation

Page 2

by that First Supplemental Indenture dated as of February 5, 2010 (as supplemented, the “Indenture”) by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). This opinion letter is delivered at your request in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

     In connection with this opinion, we have examined originals or copies of the following documents:

1.	The Registration Statement, in the form filed with the Commission;
2.	The Indenture;
3.	The form of the New Guarantees; and
4.	The form of the New Notes.

We also have examined such other documents as we have deemed necessary or appropriate for purposes of this opinion. We have also obtained from officers of the New Jersey Guarantors or of the member or managing member of the New Jersey Guarantors and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary and appropriate for purposes of this opinion.

     In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the absence of any undisclosed modifications, waivers or amendments to any agreements reviewed by us, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to certain facts material to this opinion, we have relied without independent verification upon oral or written statements and factual representations of officers and other representatives of the Company, the New Jersey Guarantors and others.

     Based upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that the New Guarantees to which each of the New Jersey Guarantors is a party have been duly authorized by such New Jersey Guarantor.

     The opinions set forth herein are expressly limited to the laws of the State of New Jersey as in effect as of the date hereof and we do not purport to be experts on, or to express any opinion herein concerning, or to assume any responsibility as to the applicability to or the effect on any of the matters covered herein of, any other laws, including any federal securities law, or any state securities or “blue sky” laws or regulations (including New Jersey securities or “blue sky” laws or regulations).

Sills Cummis & Gross
      A Professional Corporation

Page 3

     We consent to your filing this opinion as an exhibit to the Registration Statement for the benefit of the holders of the Old Notes who will be acquiring the New Notes to be issued pursuant thereto and, if required by the rules and regulations of the Commission, we consent to the use of our name under the caption “Legal Matters” in the Registration Statement and prospectus and any amendments thereto. In giving such consent, we do not admit that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Sills, Cummis & Gross P.C.

EX-5.8

Exhibit 5.8

Telephone (601) 949-4900
Fax (601) 949-4804

May 19, 2010

Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148

Re: Registration Statement on Form S-4
$450,000,000 Principal Amount of 8.625% Senior Notes due 2017

Ladies and Gentlemen:

     We have acted as special Mississippi counsel for Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries, namely, Biloxi Casino Corp., a Mississippi corporation (“BCC”), and Casino One Corporation, a Mississippi corporation (“Casino One” and together with BCC, the “Mississippi Guarantors”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $450,000,000 aggregate principal amount of its new 8.625% Senior Notes due 2017 (the “New Notes”), in connection with the proposed exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of its outstanding 8.625% Senior Notes due 2017 (the “Old Notes” and, collectively with the New Notes, the “Notes”).

     The Old Notes contain guarantees (the “Old Guarantees”), and the New Notes upon issuance will contain guarantees (the “New Guarantees” and, collectively with the Old Guarantees, the “Guarantees”) by certain direct and indirect subsidiaries of the Company, including but not limited to the Mississippi Guarantors. The Old Notes and the Old Guarantees are, and the New Notes and the New Guarantees, upon issuance, will be, governed by the Indenture dated as of August 10, 2009, as supplemented by that First Supplemental Indenture dated as of February 5, 2010, (as supplemented, the “Indenture”) by and among the Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., a New York banking corporation, as trustee (the “Trustee”). This opinion is being issued and delivered to you to be filed as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Indenture.

     As special Mississippi counsel, and for the purpose of rendering this opinion, we have examined originals, or copies identified to our satisfaction as being true copies of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including, but not limited to, the following:

(i) the Registration Statement, in the form filed with the Commission, including the Prospectus contained therein;

May 19, 2010
Page 2

(ii)	the Indenture, which governs the Company’s Notes and the Guarantors’ Guarantees;
(iii)	the form of the New Guarantees;
(iv)	the form of the New Notes;
(v)	the articles of incorporation and bylaws of each of the Mississippi Guarantors, each as amended through the date hereof and as certified by the Officers Certificates (respectively, the “Articles of Incorporation” and “Bylaws”);
(vi)	the certificate dated August 10, 2009, of the duly elected, qualified and authorized officers of the Company and each of the Mississippi Guarantors given in connection with the Indenture and Guarantees as to certain factual matters, together with the certificate dated August 10, 2009, of the duly elected, qualified and authorized secretary of each of the Mississippi Guarantors given in connection with the Indenture and Guarantees as to certain factual matters (collectively, the “Original Officer Certificates”);
(vii)	the certificate dated as of the date hereof of the duly elected, qualified and authorized secretary of each of the Mississippi Guarantors given in connection with the Indenture and Guarantees as to certain factual matters (collectively, the “Back-Up Officer Certificates” and, together with the Original Officer Certificates, the “Officer Certificates”); and
(viii)	the unanimous written consent and resolutions of the sole director of each of the Mississippi Guarantors dated as of July 27, 2009, and August 7, 2009, each with respect to the transactions referred to in the Indenture and Guarantees and as certified by the Officer Certificates.

The documents listed above at paragraphs (i) through (viii), inclusive, are hereinafter collectively referred to herein as the “Transaction Documents.”

     In our capacity as special Mississippi counsel to the Mississippi Guarantor in connection with the registration contemplated by the Registration Statement, we are familiar with the proceedings taken and proposed to be taken by each of the Mississippi Guarantors in connection with the authorization and issuance of the Notes and the Guarantees. We have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of this opinion, except where a statement is qualified as to knowledge or awareness, in which case we have made no, or limited, inquiry as specified below. We have been furnished with, and have relied upon, as to factual matters only, the Officer Certificates and assurances of the officers and other representatives of the Company and each of the Mississippi Guarantors, and of public officials as we have deemed necessary for the purpose of rendering the opinions set forth herein. As to questions of fact material to our opinions, we have also relied upon the statements of fact and the representations and warranties as to factual matters contained in the Transaction Documents; however, except as otherwise expressly indicated, we have not been requested to conduct, nor have we undertaken, any independent investigation to verify the content or veracity thereof or to determine the accuracy of any statement, and no inference as to our knowledge of

May 19, 2010
Page 3

any matters should be drawn from the fact of our representation of the Company or the Mississippi Guarantors.

     Without limiting the generality of the foregoing, in rendering this opinion, we have assumed without independent verification that (i) each natural person executing a document has sufficient legal capacity to do so and to enter into and perform the transactions contemplated thereby; (ii) all documents submitted to us as originals are authentic, (iii) the signatures on all documents that we have examined are genuine, (iv) there are no oral or written agreements or understandings that would in any manner vary the terms and provisions of the documents which we have examined, and (v) all documents submitted to us as certified, conformed, photostatic or facsimile copies conform to the original documents.

     While certain members of our firm are admitted to practice in jurisdictions other than Mississippi, for purposes of this letter, we have examined only the laws of the State of Mississippi. No opinion is expressed herein with respect to (i) the qualification of the Notes or Guarantees under the securities or blue sky laws of any federal, state or any foreign jurisdiction, (ii) the compliance with any federal or state law, rule or regulations relating to securities, or to the sale or issuance thereof, (iii) tax, insolvency, antitrust, person, employee benefit, environmental, intellectual property, banking, insurance, labor, and health and safety laws or (iv) any county, municipality or any other political subdivision or local governmental agency or authority laws.

     Based upon the foregoing and in reliance thereon, and subject to the qualifications, exceptions and assumptions set forth herein, we are of the opinion that each Guarantee to which each Mississippi Guarantor is a party has been duly authorized by such Mississippi Guarantor.

     We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Mississippi. This opinion is limited to the effect of the current state of the laws of the State of Mississippi and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or facts after such time as the Registration Statement is declared effective. No opinions are offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

     We consent to your filing this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not hereby 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/ Watkins Ludlam Winter & Stennis, P.A.

WATKINS LUDLAM WINTER & STENNIS, P.A.