Attached files
| file | filename |
|---|---|
| S-1 - American Casino & Entertainment Properties LLC | v168465_s1.htm |
| EX-5.1 - American Casino & Entertainment Properties LLC | v168465_ex5-1.htm |
| EX-23.1 - American Casino & Entertainment Properties LLC | v168465_ex23-1.htm |
Exhibit
5.2
[Letterhead of Greenberg Traurig, LLP]
December
11, 2009
American
Casino & Entertainment Properties LLC
2000 Las
Vegas Boulevard South
Las
Vegas, Nevada 89104
ACEP
Finance Corp.
2000 Las
Vegas Boulevard South
Las
Vegas, Nevada 89104
Re: Registration
Statement on Form S-1
$375,000,000
Principal Amount of
11%
Senior Secured Notes due 2014
Ladies
and Gentlemen:
We have
acted as special Nevada counsel to Aquarius Gaming LLC, a Nevada
limited-liability company, Arizona Charlie’s, LLC, a Nevada limited-liability
company, Fresca, LLC, a Nevada limited-liability company, and Stratosphere
Gaming LLC, a Nevada limited-liability company (collectively, the “Nevada
Guarantors”), in connection with the registration under the Securities Act of
1933, as amended (the “Act”), of (i) $375,000,000 principal amount of 11%
Senior Secured Notes due 2014 (the “Notes”) of American Casino &
Entertainment Properties LLC, a Delaware limited liability company (the
“Company”), and ACEP Finance Corp., a Delaware corporation (together with the
Company, the “Issuers”), to be issued in exchange for the Issuers’ outstanding
11% Senior Secured Notes due 2014 (the “Existing Notes”) pursuant to the
Indenture, dated as of August 14, 2009 (the “Indenture”), among the Issuers, the
subsidiaries of the Company listed on Annex A hereto, including the Nevada
Guarantors (collectively, the “Guarantors”) and The Bank of New York Mellon, as
trustee (the “Trustee”), and (ii) the Guarantees (the “Guarantees”) of each
of the Guarantors endorsed upon the Notes, in each case to be offered solely for
market-making purposes by an affiliate of the Issuers.
In
connection with this opinion, we have examined the articles of organization and
operating agreement of each of the Nevada Guarantors, such other records of the
limited-liability company proceedings of the Nevada Guarantors and certificates
of the Nevada Guarantors as we have deemed relevant, as well as the Registration
Statement, including the Prospectus, and the exhibits thereto.
In our
capacity as special Nevada counsel to the Nevada Guarantors in connection with
such registration, we are familiar with the proceedings taken and proposed to be
taken by the Nevada Guarantors in connection with the authorization and issuance
of the Notes and the Guarantees.
American
Casino & Entertainment Properties LLC
ACEP
Finance Corp
Page
2
December
11, 2009
In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, photostatic or facsimile copies and the authenticity of the
originals of such copies.
While
certain members of our firm are admitted to practice in other jurisdictions, for
purposes of this letter, we have examined only the laws of the State of
Nevada. 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 regulation relating to securities, or to the
sale or issuance thereof, (iii) tax, insolvency, antitrust, pension,
employee benefit, environmental, intellectual property, banking, insurance,
labor, and health and safety laws or (iv) any county, municipality or other
political subdivision or local governmental agency or authority
laws.
Based
upon the foregoing and in reliance thereon, and subject to the qualifications
herein stated, we are of the opinion, when (i) the registration statement on
Form S-1 relating to the Notes and the Guarantees has become effective under the
Act and (ii) the Notes and Guarantees have been duly executed and issued and, in
the case of the Notes, authenticated and delivered in accordance with the
Indenture and issued and exchanged for Existing Notes as contemplated by an
effective registration statement on Form S-4 relating to the Notes,
that:
1. Each
of the Nevada Guarantors is a limited-liability company organized and validly
existing under the laws of the State of Nevada.
2. Each
of the Nevada Guarantors has the limited-liability company power to execute,
deliver and perform their respective obligations under the Indenture and the
Guarantees.
3. Each
of the Nevada Guarantors has taken all necessary limited-liability company
action to authorize the execution and delivery of and performance of its
obligations under the Indenture and the Guarantees, and has duly executed and
delivered the Indenture.
4. We
note that the Indenture and the Guarantees provide that they are to be governed
by and construed in accordance with the law of the State of New
York. Nevada courts, in applying Nevada law, will give effect to such
provision as long as the parties upon and choosing the laws of the State of New
York as the governing law of the Indenture and the Guarantees, (a) acted in good
faith and not for the purpose of evading the law of the real situs of the
Indenture and the Guarantees and (b) the laws of the State of New York have a
substantial relationship to the Indenture and the Guarantees.
American
Casino & Entertainment Properties LLC
ACEP
Finance Corp
Page
3
December
11, 2009
5. The
execution and delivery by the Nevada Guarantors of the Indenture and the
Guarantees, and the performance by the Nevada Guarantors of their respective
obligations under the Indenture and the Guarantees, do not require the Nevada
Guarantors to obtain any approval by or make any filing with any governmental
authority under any statute, rule or regulation of the State of Nevada, other
than approvals and filings previously obtained or made and in full force and
effect.
6. The
execution and delivery of the Indenture by the Nevada Guarantors has not
violated (i) any applicable statute, rule or regulation of the State of Nevada
or (ii) the respective articles of organization and operating
agreement. If executed and delivered on the date hereof, the
execution and delivery of the Guarantees by the Nevada Guarantors would not
violate (i) any applicable statute, rule or regulation of the State of Nevada or
(ii) the respective articles of organization and operating
agreement.
Please
note that we are opining only as to the matters expressly set forth herein, and
no opinion should be inferred as to any other matter. 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 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 “Validity of the New
Notes.” 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.
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Very
truly yours,
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/s/
Greenberg Traurig, LLP
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GREENBERG
TRAURIG, LLP
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ANNEX
A
Subsidiary
Guarantors
|
Subsidiary
Guarantor
|
State
of Incorporation or
Organization
|
|
Aquarius
Gaming LLC
|
Nevada
|
|
Arizona
Charlie’s, LLC
|
Nevada
|
|
Charlie’s
Holding LLC
|
Delaware
|
|
Fresca,
LLC
|
Nevada
|
|
Stratosphere
Advertising Agency LLC
|
Delaware
|
|
Stratosphere
Development, LLC
|
Delaware
|
|
Stratosphere
Gaming LLC
|
Nevada
|
|
Stratosphere
Land LLC
|
Delaware
|
|
Stratosphere
Leasing, LLC
|
Delaware
|
|
Stratosphere
LLC
|
Delaware
|
|
W2007
ACEP First Mezzanine A Borrower, L.P.
|
Delaware
|
|
W2007
ACEP First Mezzanine A Gen-Par, L.L.C.
|
Delaware
|
|
W2007
ACEP First Mezzanine B Borrower, L.P.
|
Delaware
|
|
W2007
ACEP First Mezzanine B Gen-Par, L.L.C.
|
Delaware
|
|
W2007
Aquarius Gen-Par, L.L.C.
|
Delaware
|
|
W2007
Aquarius Propco, L.P.
|
Delaware
|
|
W2007
Arizona Charlie’s Gen-Par, L.L.C.
|
Delaware
|
|
W2007
Arizona Charlie’s Propco, L.P.
|
Delaware
|
|
W2007
Fresca Gen-Par, L.L.C.
|
Delaware
|
|
W2007
Fresca Propco, L.P.
|
Delaware
|
|
W2007
Stratosphere Gen-Par, L.L.C.
|
Delaware
|
|
W2007
Stratosphere Land Gen-Par, L.L.C.
|
Delaware
|
|
W2007
Stratosphere Land Propco, L.P.
|
Delaware
|
|
W2007
Stratosphere Propco, L.P.
|
Delaware
|