Attached files

file filename
8-K - FORM 8-K - Gold Merger Sub, LLCd317447d8k.htm
EX-10.1 - INCREMENTAL FACILITY ACTIVATION NOTICE AND NEW LENDER SUPPLEMENT - Gold Merger Sub, LLCd317447dex101.htm
EX-10.2 - FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT - Gold Merger Sub, LLCd317447dex102.htm
EX-5.1 - OPINION OF IRELL & MANELLA, LLP - Gold Merger Sub, LLCd317447dex51.htm
EX-4.1 - INDENTURE DATED AS OF MARCH 19, 2012 - Gold Merger Sub, LLCd317447dex41.htm
EX-5.3 - OPINION OF FAEGRE BAKER DANIELS LLP - Gold Merger Sub, LLCd317447dex53.htm
EX-5.2 - OPINION OF BROWNSTEIN HYATT FARBER SCHRECK, LLP - Gold Merger Sub, LLCd317447dex52.htm
EX-5.5 - OPINION OF BRIOL & ASSOCIATES, PLLC - Gold Merger Sub, LLCd317447dex55.htm
EX-5.6 - OPINION OF LATHROP & GAGE LLP - Gold Merger Sub, LLCd317447dex56.htm
EX-5.7 - OPINION OF SILLS CUMMIS & GROSS P.C. - Gold Merger Sub, LLCd317447dex57.htm
EX-5.9 - OPINION OF TAFT STETTINIUS & HOLLISTER LLP - Gold Merger Sub, LLCd317447dex59.htm
EX-99.1 - PRESS RELEASE - Gold Merger Sub, LLCd317447dex991.htm
EX-5.8 - OPINION OF JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE L.L.P. - Gold Merger Sub, LLCd317447dex58.htm

Exhibit 5.4

 

LOGO

 

March 19, 2012   

Pinnacle Entertainment, Inc.

8918 Spanish Ridge Avenue

Las Vegas, Nevada 89148

Ladies and Gentlemen:

We have acted as special Louisiana counsel to Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”) and certain of its subsidiaries, namely Louisiana-I Gaming, a Louisiana Partnership in Commendam, PNK (Baton Rouge) Partnership, a Louisiana partnership, PNK (Bossier City), Inc., a Louisiana corporation, PNK (Lake Charles), L.L.C., a Louisiana limited liability company, and PNK (SCB), L.L.C., a Louisiana limited liability company (collectively, the “Louisiana Guarantors”), in connection with the proposed issuance and sale of the Company’s Senior Subordinated Notes due 2022 (the “Notes”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to the proposed issuance and sale by the Company of the Notes.

The Notes upon issuance will contain guaranties (the “Guaranties”) by certain of the subsidiaries of the Company, including the Louisiana Guarantors.

Upon issuance, the Notes and associated Guaranties will be governed by the Indenture, dated as of March 19, 2012 (the “Indenture”) by and among the Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee, in connection with the issuance of the Notes.

In connection with this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

 

  1. The Registration Statement, in the form filed with the Commission;

 

  2. The Indenture, which governs the Company’s Notes and the Guarantors’ Guaranties;

 

  3. The form of the Guaranties; and

 

  4. The form of the Note.


STONE PIGMAN WALTHER WITTMANN L.L.C.

PAGE 2

MARCH 19, 2012

We also have examined such other corporate, partnership, and limited liability company proceedings, documents, and matters, each as amended to date, of the Louisiana Guarantors, and such other documents, instruments, records, and proceedings as we have deemed necessary or appropriate as a basis for this opinion, including without limitation the Secretary’s Certificate of the Louisiana Guarantors and other named subsidiaries of the Company and the Secretary’s Certificate Regarding Shelf Approval, each dated as of the date of this opinion letter (collectively, the “Officer’s Certificates”).

In rendering the opinion set forth in this letter, we also have relied upon and assumed, among other things, without independent verification: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as original documents; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, or photostatic copies thereof and the authenticity of the originals of such latter documents; and (v) the accuracy and completeness of the partnership, limited liability company, and corporate records of the Louisiana Guarantors provided to us for our review. As to certain facts material to this opinion, we have relied upon without independent verification: (x) the accuracy and completeness of certificates or comparable documents of public officials; (y) representations of the Company contained in the documents listed above; and (z) certificates and the oral or written statements and factual representations of officers and other representatives of the Company, the Louisiana Guarantors, and others, including without limitation the Officer’s Certificates.

Based upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that each Guaranty to which each Louisiana Guarantor is a party has been duly authorized by such Louisiana Guarantor.

The opinion set forth herein is expressly limited to the laws of the State of Louisiana. No opinion is expressed in this letter as to any other laws, including the federal laws of the United States of America or the laws of any state (except Louisiana), parochial, municipal, local, foreign, or other jurisdiction. Moreover, we express no opinion as to compliance with or the applicability or effect of any federal or state securities (including “blue sky”) laws, and related filing and notice requirements; any fraudulent transfer or fraudulent conveyance or similar laws; or any laws regarding fiduciary duties, fairness of any transaction, or unlawful dividends or distributions.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to appropriate reference to this firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. To


STONE PIGMAN WALTHER WITTMANN L.L.C.

PAGE 3

MARCH 19, 2012

effect such filing (by incorporation by reference), we hereby consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K. In giving this consent, we do not thereby admit that we are experts within the meaning of, or that we are included in the category of persons whose consent is required under, Section 7 of the Securities Act or the rules and regulations of the Commission. We also consent to reliance on this opinion by Irell & Manella LLP in its legal opinion to the Company that will also be filed with the Commission as an exhibit to the Current Report on Form 8-K in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

This letter expresses our legal opinion as to the foregoing matter based on our professional judgment; it is not a guaranty or warranty as to any matter. The opinion in this letter is limited to the matter expressly set forth in this letter. Without limiting the generality of the foregoing, we render no opinion, whether by implication or otherwise, on the enforceability of the Notes or the Guaranties or as to any other matter, including any other matter relating to the Notes, the Guaranties, the Company, the Louisiana Guarantors, or otherwise.

We did not participate in the preparation of the Registration Statement. We have conducted no independent investigation with respect to, nor do we express any opinion with respect to, the accuracy, completeness, compliance with any securities or other laws, or fairness of any part of the Registration Statement.

 

Sincerely,
/s/ Stone Pigman Walther Wittmann L.L.C.