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December 19, 2016

Via email: arnold@buenavistatribe.com
And First Class Mail

Amold D. Samuel, General Counsel

Buena Vista Rancheria of Me-Wuk Indians
1418 20th Street, Ste. 200

Sacramento, CA 95811

Re: _ Review of the 2016 Consultant/IP Documents for the
Buena Vista Rancheria of Me-Wuk Indians

Dear Mr. Samuel:

This letter responds to your October 24, 2016 request, on behalf of the Buena Vista
Rancheria of Me-Wuk Indians, for the National Indian Gaming Commission, Office of the
General Counsel, to review certain consultant and licensing documents and to provide an opinion
as to whether or not the submitted documents are management contracts requiring the NIGC
Chairman’s approval pursuant to the Indian Gaming Regulatory Act of 1988. You have also
asked for my opinion as to whether or not these documents violate IGRA’s requirement that a
tribe have the sole proprietary interest in its gaming operation.

In my review, I considered the following submissions (collectively, “the 2016
Consultant/IP Documents”):

© Amended and Restated Pre-Opening Consulting and Financing Services Agreement executed
on February 19, 2015 (marked at bottom left as “2015 02 04 Warner BV AR Consulting
Agreement (exec)” and at top right as “Execution Document”);

e First Amendment to Amended and Restated Pre-Opening Consulting and Financing Services
Agreement (marked at bottom left as “1 am to AR Consulting Agreement (4).docx” and at
top right as “Execution Document”);

° Amended and Restated License Agreement executed on February 19, 2015 (marked at bottom
left as “2015 02 05 Warner BV AR License Agreement (exec)” and at top right as
“Execution Document”); and

© First Amendment to Amended and Restated License Agreement (marked at bottom left as “1
am to AR License Agreement (3).docx” and at top right as “Execution Document”).

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop # 1621 Washington, DC 20240 Tel: 202.632 7003 Fax: 202.632.7066
REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ;-St. Paul, MN; Tulsa OK; Oklahoma City, OK
WWW.NIGC.Gov


Mr. Arnold D. Samuel
Re: Review of the 2016 Consultant/IP Documents for the Buena Vista Rancheria of Me-Wuk Indians

December 19, 2016
Page 2 of 2

The 2016 Consultant/IP Documents contain terms similar to other agreements that OGC
has previously reviewed and analyzed. Some of these opinion letters may be found on the
NIGC’s website located at <www.nigc.gov>. Applying the same analysis here, it is my opinion
that, collectively, the 2016 Consultant/IP Documents are not management contracts and do not
require the approval of the NIGC Chairman. It is also my opinion that they do not violate

IGRA’s sole proprietary interest requirement.

This opinion shall not apply if the 2016 Consultant/IP Documents change in any material
way prior to closing or are inconsistent with assumptions made herein. Further, this opinion is
limited to the aforementioned 2016 Consultant/IP Documents and does not include or extend to
any other agreements not submitted for review. Lastly, this opinion does not extend to the draft
management agreement attached as “Exhibit B” to the License Agreement, because that draft
document is, by its very nature, intended to be a management contract.

Please note that it is my intent that this letter be released to the public through the
NIGC’s website. If you have any objection to this disclosure, please provide a written statement
explaining the grounds for the objection and highlighting the information that you believe should
be withheld. 25 C.F.R. § 517.7(c). If you object on the grounds that the information qualifies as
confidential commercial information subject to withholding under Exemption 4 of the Freedom
of Information Act, 5 U.S.C. § 552(b)(4), please be advised that the information was voluntarily
submitted and, as such, any request to withhold will be analyzed in accordance with the standard
set forth in Critical Mass Energy Project v. NRC, 975 F.2d 871 (D.C. Cir. 1992). Any claim of
confidentiality should also be supported with “a statement or certification by an officer or
authorized representative of the submitter.” 25 C.F.R. § 517.7(c). Please submit any written
objection to <FOLASubmitterReply@nige.gov> within thirty (30) calendar days of the date of
this letter. After this time elapses, the letter will be made public and objections will no longer be
considered. /d. If you need any additional guidance regarding potential grounds for withholding,
please see the United States Department of Justice’s Guide to the Freedom of Information Act at
<http://www justice.gov/oip/doj-guide-freedom-information-act-0>.

If you have any questions, please contact Armando Acosta, Senior Attorney, at (202)

632-7003.
Mor,
Mba? Jb

Michael Hoenig
General Counsel