Exhibit 5.3
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FIRM and AFFILIATE OFFICES |
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NEW YORK |
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LONDON |
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SINGAPORE |
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LOS ANGELES |
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CHICAGO |
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HOUSTON |
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HANOI |
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www.duanemorris.com |
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PHILADELPHIA |
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SAN DIEGO |
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SAN FRANCISCO |
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BALTIMORE |
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September 16, 2009 |
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BOSTON |
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WASHINGTON, DC |
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LAS VEGAS |
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ATLANTA |
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MIAMI |
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PITTSBURGH |
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NEWARK |
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BOCA RATON |
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WILMINGTON |
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CHERRY HILL |
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Scientific Games International, Inc. |
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PRINCETON |
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750 Lexington Avenue, 25th Floor |
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LAKE TAHOE |
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New York, NY 10022 |
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HO CHI MINH CITY |
Re: Registration Statement on Form S-4; $225,000,000 in Aggregate Principal Amount of 9.250% Senior Subordinated Notes due 2019
Ladies and Gentlemen:
We have acted as Nevada counsel to Autotote Gaming, Inc., a Nevada corporation (the Guarantor) and a wholly owned subsidiary of Scientific Games International, Inc., a Delaware corporation (the Company), in connection with the issuance by the Company of $225,000,000 aggregate principal amount of 9.250% Senior Subordinated Notes due 2019 (the Notes) and the guarantee of the Notes (the Guarantee) by the Guarantor, under an Indenture dated as of May 21, 2009 the (Indenture) among the Company, the Guarantor, the other guarantors party thereto and The Bank Of Nova Scotia Trust Company of New York, as trustee (the Trustee), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on August 11, 2009 (Registration No. 333-161268)(the Registration Statement). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Notes.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantor, and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of Nevada, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.
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DUANE MORRIS LLP A DELAWARE LIMITED LIABILITY PARTNERSHIP |
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HERSH KOZLOV, RESIDENT PARTNER |
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1940 ROUTE 70 EAST, SUITE 200 CHERRY HILL, NJ 08003 |
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PHONE: 856.874.4200 FAX: 856.424.4446 |
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Guarantee has been duly authorized by all necessary corporate action of the Guarantor.
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 and to the reference to our firm contained in the Prospectus under the heading Legal Matters. In giving such consent, we do not thereby 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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Respectfully yours, |
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/s/ DUANE MORRIS LLP |
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