Exhibit 5.1


OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                                                               PARK AVENUE TOWER
                                                             65 EAST 55TH STREET
                                                        NEW YORK, NEW YORK 10022
                                                         TELEPHONE: 212.451.2300
                       September 10, 2007                FACSIMILE: 212.451.2222

                                                               WWW.OLSHANLAW.COM

Empire Resorts, Inc.
701 N. Green Valley Parkway, Suite 200
Henderson, Nevada 89074

                  Re:  Empire Resorts, Inc.
                       Registration Statement on Form S-3
                       ----------------------------------

Gentlemen:

      We have acted as counsel to Empire Resorts,  Inc., a Delaware  corporation
(the "Company"),  in connection with the filing with the Securities and Exchange
Commission (the  "Commission")  of its  Registration  Statement on Form S-3 (the
"Registration Statement"),  including the prospectus forming a part thereof (the
"Prospectus").  The  Prospectus  provides  that it will be  supplemented  in the
future by one or more prospectus supplements (each, a "Prospectus  Supplement").
The Prospectus, as supplemented by various Prospectus Supplements,  will provide
for the  issuance  and sale,  from time to time,  pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), (i) by the Company of
(a) shares of common stock,  $.01 par value per share (the "Common Stock");  (b)
shares of preferred stock (the "Preferred Stock"); (c) one or more series of the
debt securities of the Company (the "Debt Securities"), which may be convertible
or exchangeable  for shares of Common Stock or Preferred  Stock; (d) warrants to
purchase Common Stock,  Preferred Stock and/or Debt Securities (the "Warrants");
and (e) units  comprising  Common Stock,  Preferred  Stock,  Debt Securities and
Warrants in any combination (the "Units");  and (ii) by certain of the Company's
subsidiaries  (to  the  extent  listed  as  co-registrants  in the  Registration
Statement  (collectively,  the "Subsidiary Guarantors") of guarantees of certain
or all of the Debt Securities (the  "Guarantees").  The Common Stock,  Preferred
Stock, Debt Securities,  Warrants,  Units and Guarantees are herein collectively
referred to as the "Securities."

      This opinion  letter is being  delivered at the request of the Company and
in  accordance  with  the  requirements  of Item  601(b)(5)  of  Regulation  S-K
promulgated under the Securities Act.

      The aggregate  public  offering price of the Securities  being  registered
pursuant  to the  Registration  Statement  will  not  exceed  $100,000,000.  The
Securities  will be offered in amounts,  at prices and on terms to be determined
at the time of sale and to be set forth in the Prospectus  Supplements contained
in the  Registration  Statement.  The Warrants may be issued pursuant to warrant
agreements  to be dated  on or  about  the  date of the  first  issuance  of the
Warrants thereunder between the Company and a financial  institution  identified



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therein as warrant agent (each, a "Warrant  Agent").  The Debt Securities may be
issued  pursuant  to one or more  indentures,  as the  same  may be  amended  or
supplemented  from time to time  (each,  an  "Indenture"),  by and  between  the
Company and a trustee to be chosen by the Company and  qualified  to act as such
under the Trust Indenture Act of 1939, as amended (the "Trustee").

      We advise  you that we have  examined  originals  or copies  certified  or
otherwise  identified to our  satisfaction of the  Registration  Statement,  the
Prospectus,  the  organizational  documents,  as amended to date,  and corporate
proceedings of each of the Company and the Subsidiary Guarantors, and such other
documents,  instruments and certificates of officers and  representatives of the
Company and the Subsidiary Guarantors and of public officials,  and we have made
such  examination  of law,  as we have deemed  appropriate  as the basis for the
opinion hereinafter expressed.  In making such examination,  we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to original documents of documents submitted to
us as certified or photostatic copies.

      Based upon the foregoing and subject to the additional  qualifications set
forth below, we are of the opinion that:

      1. When the issuance and terms of sale of the shares of Common Stock shall
have been duly  authorized and approved by the Board of Directors of the Company
in conformity with the  certificate of  incorporation  of the Company,  and such
shares  shall have been issued and  delivered  against  payment of the  purchase
price  therefor  in  accordance   with  the  applicable   definitive   purchase,
underwriting  or similar  agreement,  and as  contemplated  by the  Registration
Statement, the Prospectus and the related Prospectus Supplement,  and, if issued
upon  the  conversion,  exchange  or  exercise  of  Debt  Securities,  Warrants,
Preferred  Stock or as part of a Unit,  when such  shares  shall  have been duly
issued and delivered as contemplated  by the terms of the applicable  Indenture,
Warrant or certificate of designations, such shares of Common Stock will be duly
and validly issued, fully paid and nonassessable.

      2.  When (i) the  issuance  and  terms of sale of a series  of  shares  of
Preferred  Stock shall have been duly  authorized  and  approved by the Board of
Directors of the Company in conformity with the certificate of  incorporation of
the Company;  (ii) an  appropriate  certificate or  certificates  of designation
relating to such  series of  Preferred  Stock to be sold under the  Registration
Statement  shall have been duly authorized and adopted by the Board of Directors
of the  Company  and  shall  have  been  filed  with the  Secretary  of State of
Delaware;  and (iii) such shares  shall have been issued and  delivered  against
payment  of the  purchase  price  therefor  in  accordance  with the  applicable
definitive purchase,  underwriting or similar agreement,  and as contemplated by
the  Registration   Statement,   the  Prospectus  and  the  related   Prospectus
Supplement, and, if issued upon the conversion, exchange or exercise of any Debt
Securities, Warrants or as part of a Unit, when such shares shall have been duly
issued and delivered as contemplated by the terms of the applicable Indenture or
Warrant,  the shares of Preferred Stock will be duly and validly  issued,  fully
paid and nonassessable.

      3. When (i) the  issuance and terms of sale of the Debt  Securities  shall
have been duly  authorized and approved by the Board of Directors of the Company
and duly established in conformity with the applicable  Indenture;  and (ii) the



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Debt Securities shall have been duly executed, authenticated,  issued, delivered
and sold in accordance with the applicable definitive purchase,  underwriting or
similar agreement, as contemplated by the Registration Statement, the Prospectus
and the related  Prospectus  Supplement,  and in the manner  provided for in the
applicable  Indenture  against payment of the purchase price therefor,  the Debt
Securities  will  constitute  valid  and  binding  obligations  of the  Company,
enforceable against the Company in accordance with their respective terms.

      4. When (i) the issuance and terms of sale of the Warrants shall have been
duly authorized by the Board of Directors of the Company;  and (ii) the Warrants
shall  have  been  duly  executed  and  countersigned  and  issued  and  sold in
accordance  with the applicable  definitive  purchase,  underwriting  or similar
agreement, as contemplated by the Registration Statement, the Prospectus and the
related  Prospectus  Supplement,  the Warrants will constitute valid and binding
obligations of the Company,  enforceable  against the Company in accordance with
their respective terms.

      5. When (i) the issuance and the terms of the sale of the Units shall have
been duly  authorized  by the Board of Directors  of the  Company;  and (ii) the
Units shall have been duly  executed  and  countersigned  and issued and sold in
accordance  with the applicable  definitive  purchase,  underwriting  or similar
agreement, as contemplated by the Registration Statement, the Prospectus and the
related  Prospectus  Supplement,  the Units will  constitute  valid and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their respective terms.

      6.  When (i) the Debt  Securities  shall  have been  duly  established  in
conformity with the applicable  Indenture  (including,  without limitation,  the
adoption  by  the  Board  of  Directors  of the  Company  of a  resolution  duly
authorizing  the  issuance  and  delivery  of  the  Debt  Securities)  and  duly
authenticated  by the Trustee under the applicable  Indenture;  (ii) the Trustee
under the  applicable  Indenture  is  qualified  to act as  Trustee  under  such
Indenture;  (iii) the  applicable  Indenture  shall have been duly  executed and
delivered by the Company,  any applicable  Subsidiary  Guarantor and the Trustee
thereunder  becoming  enforceable  obligations of the parties thereto;  (iv) the
Board of Directors  (or similar  governing  body) of the  applicable  Subsidiary
Guarantor  shall  have duly  adopted a  resolution  authorizing  the  execution,
delivery,  and performance of the applicable Guarantee;  and (v) such Guarantees
shall  have been  duly  executed  and  delivered  on  behalf  of the  applicable
Subsidiary  Guarantor  in  accordance  with  the  provisions  of the  applicable
Indenture and in accordance  with any governing  agreement,  the Guarantees will
constitute  the valid  and  binding  obligations  of the  applicable  Subsidiary
Guarantor.

      In rendering  the  opinions set forth above,  we have assumed that (i) the
Registration  Statement  shall  have  become  and  remains  effective  under the
Securities Act, a Prospectus  Supplement shall have been prepared and filed with
the Commission  describing the Securities  offered  thereby and such  Securities
shall have been issued and sold in  accordance  with the terms set forth in such
Prospectus  Supplement;  (ii) a  definitive  purchase,  underwriting  or similar
agreement with respect to such Securities (if  applicable)  shall have been duly
authorized, executed and delivered by the Company, the Subsidiary Guarantors (if
applicable) and the other parties thereto;  (iii) the Securities shall have been
duly  authorized  by all  necessary  corporate  action  by the  Company  and the



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Subsidiary  Guarantors  (if  applicable),  and  the  Indenture,  any  applicable
supplemental  indenture thereto,  and any other agreement pursuant to which such
Securities may be issued shall be duly authorized, executed and delivered by the
Company,  the  Subsidiary  Guarantors  (if  applicable)  and the  other  parties
thereto;  (iv) the Company is and shall remain duly organized,  validly existing
and in good  standing  under  applicable  state law; (v) the Company  shall have
reserved a sufficient  number of shares of its duly  authorized,  but  unissued,
Common Stock and Preferred  Stock as is necessary to provide for the issuance of
the  shares  of  Common  Stock  and  Preferred  Stock  as  contemplated  by  the
Registration  Statement;  (vi)  in  connection  with  the  sale  of  Units,  any
applicable  Unit  agreement  shall  have  been  executed  and  delivered  by all
applicable  parties and shall be enforceable in all respects in accordance  with
its terms;  (vii) in connection with the Guarantees,  the Debt Securities  shall
have been validly issued in accordance  with all applicable  legal  requirements
and any applicable Guarantee agreement shall have been executed and delivered by
all  applicable  parties  and  shall  be in  accordance  with  applicable  legal
requirements;  (viii)  each  Subsidiary  Guarantor  that is a  corporation  will
continue to be incorporated and in good standing under applicable state law; and
(ix)  each  Subsidiary  Guarantor  that is a  limited  liability  company  shall
continue to exist and remain in good standing under applicable state law.

      The  opinions  set forth  above are subject to the  following  exceptions,
limitations  and  qualifications:  (i) the  effect  of  bankruptcy,  insolvency,
reorganization,  fraudulent conveyance,  moratorium or other similar laws now or
hereafter  in effect  relating  to or  affecting  the  rights  and  remedies  of
creditors;  (ii) the effect of general  principles of equity,  including without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible  unavailability of specific  performance or injunctive  relief,
regardless of whether  enforcement is considered in a proceeding in equity or at
law, and the discretion of the court before which any  proceeding  therefore may
be brought;  (iii) the unenforceability under certain circumstances under law or
court  decisions  of  provisions   providing  for  the  indemnification  of,  or
contribution to, a party with respect to a liability where such  indemnification
or  contribution  is  contrary  to public  policy.  We express  no  opinion  (i)
concerning the  enforceability  of any waiver of rights or defenses with respect
to stay, extension or usury laws or (ii) with respect to whether acceleration of
Debt  Securities  may affect  the  collectibility  of any  portion of the stated
principal  amount  thereof  that  might be  determined  to  constitute  unearned
interest thereon.

      We are members of the Bar of the State of New York.  We express no opinion
as to the effects of any laws,  statutes,  regulations or ordinances  other than
the laws of the State of New York and of the United  States of  America  and the
General  Corporation Law of the State of Delaware (the "DGCL"). In rendering our
opinion as it relates to the laws of the State of Delaware, we have reviewed the
Constitution  of the  State of  Delaware  and the  DGCL,  but not to the  extent
affected by other noncorporate law, and reported judicial decisions in the State
of Delaware under the DGCL.

      This opinion is given as of the date hereof and we assume no obligation to
update or supplement such opinion to reflect any facts or circumstances that may
hereafter come to our attention or any changes in fact or law that may hereafter
occur.



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      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement and to the reference  made to our firm under the caption
"Legal  Matters" in the  Prospectus.  In giving such consent,  we do not thereby
concede  that our firm is within  the  category  of  persons  whose  consent  is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Securities and Exchange Commission.

      This opinion is being furnished in connection with the issuance, offer and
sale of the  Securities and is not to be used,  quoted or otherwise  referred to
for any other purpose without our prior written  consent.  This opinion does not
constitute such prior written consent.

      We advise you that Robert H. Friedman,  a director and optionholder of the
Company,  is a  member  of this  firm  and that  other  members  of the firm are
stockholders of the Company.

                    Very truly yours,

                    /s/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                    OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP