EX-5.1 4 a13-7989_1ex5d1.htm EX-5.1

Exhibit 5.1

 

 

 

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606-4637

 

 

 

April 25, 2013

 

Main Tel +1 312 782 0600

Main Fax +1 312 701 7711

www.mayerbrown.com

 

Isle of Capri Casinos, Inc.

And the guarantor co-registrants

listed in Schedule A hereto

 

c/o                               Isle of Capri Casinos, Inc.

                                                600 Emerson Road, Suite 300

                                                St. Louis, MO 63141

 

Dear Ladies and Gentlemen:

 

We are issuing this opinion letter in our capacity as special legal counsel to Isle of Capri Casinos, Inc. (the “Company”) and its guarantor co-registrants listed in Schedule A hereto (collectively, the “Subsidiary Guarantors,” and together with the Company, the “Registrants”) in connection with the Registrants’ offer (the “Exchange Offer”) of up to $350,000,000 in aggregate principal amount of the Company’s 5.875% Senior Notes due 2021 (the “Exchange Notes”) pursuant to a Registration Statement on Form S-4 (File No. 333-187461) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). The obligations of the Company under the Exchange Notes will be guaranteed by the Subsidiary Guarantors (the “Guarantees”). The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture (as supplemented, the “Indenture”), dated as of March 5, 2013, between the Registrants and U.S. Bank National Association, as Trustee (the “Trustee”), in exchange for and in replacement of the Company’s outstanding 5.875% Senior Notes due 2021 that have not been registered under the Act (the “Old Notes”) and the guarantees of the Subsidiary Guarantors of the Old Notes. We have been informed that $350,000,000 in aggregate principal amount of Old Notes are outstanding as of the date hereof.

 

In connection with the Exchange Offer, we have examined originals or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion.

 

For purposes of our opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Registrants and the due authorization, execution and delivery of all documents by the parties thereto other than the Registrants.  For purposes of this opinion, we have assumed that the Indenture will be valid and binding on the Trustee and enforceable against the Trustee in accordance with its terms. As to any facts material to the opinions expressed

 

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

 



 

herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others. Further, insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the states of incorporation or organization of the Subsidiary Guarantors, we have relied upon the opinions of local counsel.

 

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies and (iv) any laws except the laws of the State of New York, the General Corporation Law of the State of Delaware and the laws of the states of incorporation or organization of the Subsidiary Guarantors.

 

Based upon and subject to the assumptions, qualifications, exclusions and other limitations contained in this letter, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended and (iii) the Exchange Notes and the Guarantees (in the forms examined by us) have been duly authorized by all necessary action on the part of the Registrants and have been duly executed, and authenticated in accordance with the provisions of the Indenture and duly delivered to the holders tendering into the Exchange Offer in exchange for the Old Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement, the Exchange Notes and the Guarantees will be validly issued and binding obligations of the Registrants.

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are experts within the meaning of Section 11 of the Act or within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the United States be changed by legislative action, judicial decision or otherwise.

 

This opinion is furnished in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

 

 

Very truly yours,

 

 

 

/s/ Mayer Brown LLP

 

Mayer Brown LLP

 

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Schedule A

 

Black Hawk Holdings, L.L.C.

CCSC/Blackhawk, Inc.

IC Holdings Colorado, Inc.

IOC Black Hawk County, Inc.

IOC-Black Hawk Distribution Company, LLC

IOC-Boonville, Inc.

IOC-Cape Girardeau LLC

IOC-Caruthersville, L.L.C.

IOC Davenport, Inc.

IOC Holdings, L.L.C.

IOC-Kansas City, Inc.

IOC-Lula, Inc.

IOC-Natchez, Inc.

IOC-PA, L.L.C.

IOC-Vicksburg, Inc.

IOC-Vicksburg, L.L.C.

Isle of Capri Bettendorf, L.C.

Isle of Capri Black Hawk, L.L.C.

Isle of Capri Marquette, Inc.

PPI, Inc.

Rainbow Casino-Vicksburg Partnership, L.P.

St. Charles Gaming Company, Inc.

 

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