EX-5.2 5 a12-26204_1ex5d2.htm EX-5.2

Exhibit 5.2

 

 

DuaneMorris®

FIRM and AFFILI A7E OFFICES

 

 

 

www.duanemorris.com

 

NEW YORK

 

 

LONDON

November 8, 2012

 

SINGAPORE

 

 

LOS ANGELES

Scientific Games International, Inc.

 

CHICAGO

750 Lexington Avenue, 25th Floor

 

HOUSTON

New York, NY 10022

 

HANOI

 

 

PHILADELPHIA

Re:

(Registration Statement on Form S-4; $300),(000),(000 in Aggregate)

SAN DIEGO

 

Principal Amount of 6.250% Senior Subordinated Notes due

SAN FRANCISCO

 

September 1, 2020

BALTIMORE

 

BOSTON

 

WASHINGTON, DC

 

LAS VEGAS

 

ATLANTA

 

MIAMI

 

PITTSBURGH

 

NEWARK

 

BOCA RATON

 

WILMINGTON

 

CHERRY HILL

 

PRINCETON

 

LAKE TAHOE

 

HO CHI MINH CITY

 

 

Ladies and Gentlemen:

 

We have acted as special Nevada counsel to SG Gaming, Inc. (formerly known as 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 $300,000,000 in aggregate principal amount of 6.250% Senior Subordinated Notes due September 1, 2020 (the “Notes”) and the guarantee of the Notes (the “Guarantee”) by the Guarantor, under an Indenture dated as of August 20, 2012 the (“Indenture”) among the Company, the Guarantor, each of the guarantors set forth on Schedule I hereto (the “Specified Guarantors”) 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 November 8, 2012 (Registration No. 333-                    ) (the “Registration Statement”). This opinion is being furnished solely for the purposes of meeting 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 and the Guarantees.

 

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 only upon the following documents:

 

A.               The Assistant Secretary’s Certificate dated August 20, 2012, by the Company, the Guarantor and each of the other Specified Guarantors, as defined therein (the “Certificate”); and

 

B.               The Unanimous Written Consent of the Board of Directors of the Guarantor dated August 15, 2012 (the “Written Consent”).

 

DUA NE MORRIS LLP

 

100 NORTH CITY PARK WAY, SUITE 1560 LAS VEGAS, NV 89106-4 617

PHONE : 702.86 8.2600 FAX: 702.385 .686 2

 



 

In our examinations, we have assumed the authenticity of all documents submitted to us as originals, the legal capacity of natural persons, the conformity to the originals of all documents submitted to us as copies, the genuineness of signatures on all documents submitted to us as certified, conformed or photographic copies, and, as to certificates of public officials, we have assumed the same to be accurate and to have been given properly. We have assumed that the certifications and representations dated earlier than the date hereof on which we have relied continue to remain accurate, insofar as material to our opinions, from such earlier date through the date hereof. We have also assumed that the Indenture has not been otherwise amended by oral or written agreement or by conduct of the respective parties thereto. We have further assumed that the Company is not subject to any order or directive from, or memorandum of understanding or similar supervisory agreement entered into with, any bank regulatory authority which would necessitate the receipt of approvals or consents from any such bank regulatory authority prior to the transactions contemplated in the Indenture other than those approvals and consents contemplated in the Indenture and those generally applicable to transactions such as those contemplated in the Indenture.

 

We are opining herein solely 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.

 

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.

 

Our opinion above is subject to and limited by the following qualifications and assumptions, in addition to those set forth above:

 

1.             No action has been taken by the Company or the Guarantor that would revoke, cancel, amend or otherwise modify the Certificate and/or the Written Consent.

 

2.             The Written Consent has been executed by each of the duly elected and qualified members of the Guarantor’s board of directors.

 

This opinion is for your benefit in connection with meeting the requirements of the Act for 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. 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

 

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rules and regulations of the Commission thereunder.

 

 

Respectfully yours,

 

 

 

 

DUANE MORRIS LLP

 

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SCHEDULE I

 

Specified Guarantors

 

Scientific Garnes Corporation

 

Scientific Garnes Products, Inc.

 

Scientific Garnes SA, Inc.

 

Sciplay Inc.

 

MDI Entertainment, LLC