EX-5.3 4 a09-21597_1ex5d3.htm EX-5.3

Exhibit 5.3

 

 

GRAPHIC

FIRM and AFFILIATE OFFICES

 

 

NEW YORK

 

 

LONDON

 

 

SINGAPORE

 

 

LOS ANGELES

 

 

CHICAGO

 

 

HOUSTON

 

 

HANOI

www.duanemorris.com

 

PHILADELPHIA

 

 

SAN DIEGO

 

 

SAN FRANCISCO

 

 

BALTIMORE

 

September 16, 2009

 

BOSTON

 

 

 

WASHINGTON, DC

 

 

LAS VEGAS

 

 

ATLANTA

 

 

MIAMI

 

 

PITTSBURGH

 

 

NEWARK

 

 

BOCA RATON

 

 

WILMINGTON

 

 

CHERRY HILL

Scientific Games International, Inc.

 

PRINCETON

750 Lexington Avenue, 25th Floor

 

LAKE TAHOE

New York, NY  10022

 

HO CHI MINH CITY

 

Re:                             Registration Statement on Form S-4; $225,000,000 in Aggregate Principal Amount of 9.250% Senior Subordinated Notes due 2019

 

Ladies and Gentlemen:

 

We have acted as Nevada counsel to Autotote Gaming, Inc., a Nevada corporation (the “Guarantor”) and a wholly owned subsidiary of Scientific Games International, Inc., a Delaware corporation (the “Company”), in connection with the issuance by the Company of $225,000,000 aggregate principal amount of 9.250% Senior Subordinated Notes due 2019 (the “Notes”) and the guarantee of the Notes (the “Guarantee”) by the Guarantor, under an Indenture dated as of May 21, 2009 the (“Indenture”) among the Company, the Guarantor, the other guarantors party thereto and The Bank Of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2009 (Registration No. 333-161268)(the “Registration Statement”).  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Notes.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantor, and others as to factual matters without having independently verified such factual matters.  We are opining herein as to the internal laws of the State of Nevada, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

 

DUANE MORRIS LLP A DELAWARE LIMITED LIABILITY PARTNERSHIP

 

HERSH KOZLOV, RESIDENT PARTNER

1940 ROUTE 70 EAST, SUITE 200 CHERRY HILL, NJ 08003

 

PHONE: 856.874.4200 FAX: 856.424.4446

 



 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Guarantee has been duly authorized by all necessary corporate action of the Guarantor.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.”  In giving such consent, we do not thereby 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.

 

 

Respectfully yours,

 

 

 

 

/s/ DUANE MORRIS LLP

 

2