OF ANY OF THE TERMS AND PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER,
THE EXISTING CREDIT AGREEMENT, THE AMENDMENT AND RESTATEMENT AGREEMENT, THE
RESTATED CREDIT AGREEMENT OR ANY MATERIAL WRITTEN CONTRACT OR AGREEMENT FILED AS
AN EXHIBIT TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2009 OR TO ANY OF THE COMPANY'S QUARTERLY REPORTS ON FORM 10-Q OR
CURRENT REPORTS ON FORM 8-K SINCE THE DATE OF SUCH ANNUAL REPORT, EXCEPT TO THE
EXTENT THAT ANY SUCH BREACH, VIOLATION OR DEFAULT COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY BORROWER AND EACH COVERED GUARANTOR OF EACH NEW TRANSACTION
DOCUMENT WILL NOT VIOLATE ANY APPLICABLE LAWS EXCEPT TO THE EXTENT THAT ANY SUCH
VIOLATION COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ASSUMING THAT THE LOAN PARTIES WILL COMPLY WITH THE PROVISIONS OF THE RESTATED
CREDIT AGREEMENT RELATING TO THE USE OF PROCEEDS, THE MAKING OF THE LOANS UNDER
THE RESTATED CREDIT AGREEMENT WILL NOT VIOLATE REGULATION T, U OR X OF THE BOARD
OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
(D)
EACH OF THE NEW TRANSACTION DOCUMENTS HAS
BEEN DULY EXECUTED AND DELIVERED BY BORROWER AND EACH COVERED GUARANTOR.
EACH
OF THE NEW TRANSACTION DOCUMENTS CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF EACH OF THE LOAN PARTIES PARTY THERETO, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS.
(E)
SUBJECT TO THE ASSUMPTIONS AND
QUALIFICATIONS SET FORTH IN THIS OPINION, THE SECURITY INTEREST CREATED UNDER
EACH SECURITY DOCUMENT WILL, UPON EXECUTION AND DELIVERY OF THE AMENDMENT AND
RESTATEMENT AGREEMENT BY BORROWER AND EACH COVERED GUARANTOR, CONTINUE AS A
VALID SECURITY INTEREST IN FAVOR OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE
LENDERS IN THE RESPECTIVE COLLATERAL REFERRED TO THEREIN TO THE SAME EXTENT AS
PRIOR TO THE EFFECTIVENESS OF THE RESTATED CREDIT AGREEMENT (AS TO WHICH
MATTERS, AS OF THE CLOSING DATE, WE REFER YOU TO OUR OPINION DATED JUNE 16, 2006
(SUBJECT TO THE ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND LIMITATIONS STATED
THEREIN)).
DEFINITIONS
"Amendment and Restatement Agreement" means the Amendment and Restatement
Agreement, dated as of March 31, 2010, among the Jacobs Entertainment, Inc.,
Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, the Lenders
party thereto and Wells Fargo Bank, National Association, as Swingline Lender.
"Applicable Laws" means the laws of the State of New York, the Delaware General
Corporation Law, the Delaware Limited Liability Company Law and the laws of the
United States of America typically applicable to transactions of the type
contemplated by the Amendment.
"Closing Date" has the meaning set forth in the Restated Credit Agreement.
"Existing Credit Agreement" has the meaning set forth in the Amendment and
Restatement Agreement.
"Loan Parties" has the meaning set forth in the Restated Credit Agreement.
"New Transaction Documents" means the Amendment and Restatement Agreement and
the Restated Credit Agreement (as defined in the Amendment and Restatement
Agreement).