EXHIBIT
5
[Isle
of Capri Casinos, Inc. Letterhead]
March 10,
2005
Isle of
Capri Casinos, Inc.
1641
Popps Ferry Road
Biloxi,
Mississippi 39532
| |
Re: |
Isle
of Capri Casinos, Inc.: Registration Statement on Form S-8 (Casino
America, Inc. Deferred Compensation Plan, Isle of Capri Casinos, Inc. 2005
Deferred Compensation Plan and Nonemployee Director Deferred Compensation
Plan) |
Ladies
and Gentlemen:
I refer
to the registration statement on Form S-8 (the “Registration Statement”) of Isle
of Capri Casinos, Inc (the “Registrant”) to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
“Securities Act”). The Registration Statement relates to the sale of up to
125,000 shares of the Registrant's Common Stock, $.01 par value per share (the
“Shares”) to be issued pursuant to the Casino America, Inc. Deferred
Compensation Plan, Isle of Capri Casinos, Inc. 2005 Deferred Compensation Plan
and Nonemployee Director Deferred Compensation Plan (collectively, the
“Plans”).
I am
admitted to practice law in the State of Florida and I render this opinion only
with respect to, and express no opinion herein concerning the application or
effect of the laws of any jurisdiction other than, the existing laws of the
United States of America and of the Delaware General Corporation
Law.
I have
examined and am familiar with (i) the Registrant's Certificate of Incorporation,
as amended, (ii) the Registrant's By-laws as amended, (iii) the corporate
proceedings relating to the Registration Statement and the issuance of the
Shares, and (iv) the Registration Statement. In such examination, I have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the authenticity of all documents submitted to me as originals and the
conformity to the originals of all documents submitted to me as copies thereof.
In addition, I have made such other examination of law and fact as I consider
relevant for the purposes of this opinion.
Based on
the foregoing, I am of the opinion that the Shares being registered, when issued
in accordance with the related resolutions of the Board of Directors and the
terms of the Plans, will be legally issued, fully paid and
non-assessable.
I hereby
consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, I do not admit that I am within the category
of persons whose consent is required by Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission.
Very
truly yours,
/s/ Allan
B. Solomon
Allan B.
Solomon
General
Counsel
Isle of
Capri Casinos, Inc.