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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1995
REGISTRATION NUMBER 33-62783
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HARRAH'S ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Exhibit 4.5
RESTATED CERTIFICATE OF INCORPORATION
of
EMBASSY SUITES, INC.
The undersigned, E.O. Robinson, Jr. and Stephen H. Brammell, certify
that they are a Senior Vice President and an Assistant Secretary,
respectively, of EMBASSY SUITES, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), and do hereby
further certify as follows:
1. The name of the corporation is Embassy Suites, Inc., the name under
which it was originally incorporated.
2. The original Certificate of Incorporation of the Corporation was
filed in the Office of the Secretary of State of the State of Delaware on
August 8, 1983. An amendment to the Certificate of Incorporation was filed
in the office of the Secretary of State of the State of Delaware on November
22, 1989.
3. The amendment to the certificate of incorporation effected by this
certificate is to modify and restate Article Ninth of the original
certificate of Incorporation (which is Article Eighth of this Restated
Certification of Incorporation).
4. The amendments and the restatement of the certificate of
incorporation have been duly adopted by written consent of the stockholder of
the Corporation in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
5. The text of the Certificate of Incorporation of Embassy Suites,
Inc. as heretofore amended is hereby restated and further amended to read in
its entirety as follows;
FIRST: The name of the Corporation is Embassy Suites, Inc.
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SECOND: The address of the registered office of the corporation in the
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State of Delaware is 1208 Orange Street, County of New Castle, Wilmington
Delaware 19801. The name of the registered agent of the Corporation as such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
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or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation is
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authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.
FIFTH: The business and affairs of the Corporation shall be managed
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by the board of directors, and the directors need not be elected by ballot.
SIXTH: In furtherance and not in limitation of the powers conferred
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by
the laws of the State of Delaware, the board of directors is expressly
authorized, without stockholders action, to adopt, amend or repeal the
bylaws.
SEVENTH: The Corporation reserves the right to amend, alter change or
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repeal any provision contained in this Certificate of Incorporation in the
manner prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.
EIGHTH: Any equity securities of the Corporation are held subject
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to the condition that the Corporation has the absolute right to redeem such
securities by action of the Board of Directors, if, (A) in the judgment of
the Board of Directors, any holder of the securities is determined by any
gaming regulatory agency to be unsuitable, or has an application for a
license or permit rejected, or has a previously issued license or permit
rescinded, suspended, revoked or not renewed, as the case may be, or that
such action otherwise should be taken to the extent necessary to avoid any
regulatory sanctions or, to prevent the loss of or secure the reinstatement
of any gaming license, franchise or other entitlement from any governmental
agency held by the Corporation, any affiliate of the Corporation or any
entity in which such Corporation or affiliate is an owner, which gaming
license, franchise or other entitlement is (i) conditioned upon some or all
of the holders of securities possessing prescribed qualifications, or (ii)
needed to allow the conduct of any portion of the business of the Corporation
or any such affiliate or other entity; or (B) the holder of any equity
security of the Corporation fails to enforce the provisions of the fourth
paragraph of this Article EIGHTH against its direct owners or any parties
Controlled by, Controlling, or under common Control with such holder;
provided that no holder of any equity security of this Corporation whose
equity securities are publicly traded pursuant to the Securities Exchange Act
of 1934, as amended, and traded on the New York Stock Exchange, the American
Stock Exchange, or NASDAQ be required to enforce the provisions of the fourth
paragraph of this Article EIGHTH. For purposes of this Article EIGHTH,
"Control" shall mean the ability, whether by the direct or indirect ownership
of shares or other equity interest, by contract or otherwise, to elect a
majority of the directors of a corporation, to select the managing partner of
a partnership or to control a majority of the members of the governing board
of such partnership representing any single partner, or otherwise to select,
or have the power to remove and select, a majority of those persons
exercising governing authority over an entity, and, in the case of a limited
partnership shall mean the sole general partner, all of the general partners
to the extent each has equal management control and authority, or the
managing general partner or managing general partners thereof.
The terms of such redemption shall permit the Corporation to redeem the
equity securities of a disqualified holder at a redemption price equal to the
fair market value of such securities, excluding any dividends or other
remuneration thereon from the date the Corporation receives notice of a
determination of unsuitability or disqualification from the government
agency, or in such lesser amount as may be specified by any applicable gaming
law, regulation or rule.
From and after the redemption date or such earlier date as mandated by
any applicable gaming law, regulation or rule, any and all rights of whatever
nature, which may be held by the owners of any equity securities of the
Corporation selected for redemption (including any rights to vote or
participate in any distributions of the Corporation), shall cease and
terminate and they shall thereafter.
be entitled only to receive that amount payable upon redemption.
The holder of any equity security of this Corporation shall require that
the articles of incorporation, charters, partnership agreements or other
formative documents of each person or entity owning a direct interest in such
holder or who are Controlled by, Control, or under common Control with such
holder (other than a holder who has been exempted from a suitability
determination by any gaming regulatory agency) shall incorporate the provisions
of this Article EIGHTH into their formative documents; provided that no holder
of any equity security of the Corporation whose equity securities are publicly
traded pursuant to the Securities Exchange Act of 1934, as amended, and traded
on the New York Stock Exchange, the American Stock Exchange, or NASDAQ shall be
required to incorporate the provisions of this Article EIGHTH into their
formative documents.
Any debt securities of the Corporation are held subject to the condition
that if a holder thereof is found to be disqualified or found unsuitable by any
government agency, including the New Jersey Casino Control Commission, the
Corporation shall have a right to redeem such securities.
The terms of such redemption for debt securities shall be subject to and in
accordance with the terms and provisions of the instrument governing such
securities.
IN WITNESS WHEREOF, Embassy Suites, Inc. has caused this certificate to be
signed by E.O. Robinson, Jr., its Senior Vice President, and attested to by
Stephen H. Brammell, its Assistant Secretary, this 8th day of July, 1994.
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EMBASSY SUITES, INC.
By: /s/ E. O. Robinson, Jr.
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E. O. Robinson, Jr.,
Senior Vice President
ATTEST:
/s/ S. H. Brammell
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Assistant Secretary
STATE OF TENNESSEE
COUNTY OF SHELBY
This instrument was acknowledged before me on the 8th day of July, 1994
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by E.O. Robinson, Jr., Senior Vice President, and attested to by Stephen H.
Brammell, Assistant Secretary, of Embassy Suites, Inc.
/s/ Juanita M. Francis
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Notary Public
My Commission Expires:
MY COMMISSION EXPIRES JULY 15 1997
- -----------------------------
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
EMBASSY SUITES, INC.
Embassy Suites, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of Embassy Suites, Inc., by the
unanimous written consent of its members filed with the minutes of the Board,
duly adopted resolutions setting forth a proposed amendment to the Restated
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and in the best interest of the corporation and its stockholder, and
recommending that its stockholder approve the proposed amendment by written
consent in lieu of a meeting. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Board of Directors of Embassy Suites, Inc. (the
"Company"), hereby approves and sets forth the following proposed amendment
(the "Proposed Amendment") to Article FIRST of the Company's Restated
Certificate of Incorporation:
That Article FIRST of the Restated Certificate of Incorporation of the
Company be amended to read in its entirety as follows:
"FIRST: The name of the Corporation is Harrah's Operating Company, Inc."
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SECOND: That thereafter, pursuant to the resolution of its Board of
Directors, the stockholder of said corporation approved the amendment by written
consent without a meeting in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by E.O. Robinson, Jr., its Senior Vice President, the 30th day of June,
1995.
By: /s/ E. O. Robinson, Jr.
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E. O. Robinson, Jr.
Senior Vice President
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
HARRAH'S OPERATING COMPANY, INC.
Harrah's Operating Company, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Harrah's Operating Company, Inc.
(the "Corporation"), by the unanimous written consent of its members filed
with the minutes of the Board, duly adopted resolutions setting forth a
proposed amendment to the Restated Certificate of Incorporation of said
Corporation, declaring said amendment to be advisable and in the best interest
of the Corporation and its stockholder, and recommending that its stockholder
approve the proposed amendment by written consent in lieu of a meeting. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Board of Directors of the Corporation hereby approves
and sets forth the following proposed amendment (the "Proposed Amendment") to
Article FOURTH of the Company's Certificate of Incorporation:
That Article FOURTH of the Restated Certificate of Incorporation of the
Corporation be amended to read in its entirety as follows:
"FOURTH: A. The total number of shares of stock which the Corporation
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shall have authority to issue is 1,001,000, consisting of 1,000 shares of Common
Stock, par value $1.00 per share (the "Common Stock"), and 1,000,000 shares of
Preferred Stock, par value $0.10 per share (the "Preferred Stock").
B. Shares of Preferred Stock may be issued from time to time
in one or more series, as provided for herein or as provided for by the Board of
Directors as permitted hereby. All shares of Preferred Stock shall be of equal
rank and shall be identical, except in respect of the terms fixed herein for
the series provided for herein or fixed by the Board of Directors for series
provided for by the Board of Directors as permitted hereby. All shares of any
one series shall be identical in all respects with all the other shares of
such series, except the shares of any one series issued at different times may
differ as to the dates from which dividends thereon may be cumulative.
The Board of Directors is hereby authorized, by resolution or resolutions,
to establish, out of the unissued shares of Preferred Stock not then allocated
to any series of Preferred Stock, additional series of Preferred Stock. Before
any shares of any such additional series are issued, the Board of Directors
shall fix and determine, and is hereby expressly empowered to fix and determine,
by resolutions, the distinguishing characteristics and the relative rights,
preferences, privileges and immunities of the shares thereof, so far as not
inconsistent with the provisions of this Article FOURTH. Without limiting the
generality of the foregoing, the Board of Directors may fix and determine:
1. The designation of such series and the number of shares which
shall constitute such series;
2. The rate of dividend, if any, payable on shares of such series;
3. Whether the shares of such series shall be cumulative, non-
cumulative or partially cumulative as to dividends, and the dates from
which any cumulative dividends are to accumulate.
4. Whether the shares of such series may be redeemed, and, if so,the
price or prices at which and the terms and conditions on which shares of
such series may be redeemed;
5. The amount payable upon shares of such series in the event of
the voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Corporation;
6. The sinking fund provisions, if any, for the redemption of shares
of such series;
7. The voting rights, if any, of the shares of such series;
8. The terms and conditions, if any, on which shares of such series
may be converted into shares of capital stock of the Corporation of any
other class or series;
9. Whether the shares of such series are to be preferred over shares
of capital stock of the Corporation of any other class or series as to
dividends, or upon the voluntary or involuntary dissolution, liquidation,
or winding up of the affairs of the Corporation, or otherwise; and
10. Any other characteristics, preferences, limitations, rights,
privileges, immunities or terms not inconsistent with the provisions of
this article FOURTH.
C. Except as otherwise provided in this Certificate of Incorporation
(including this Section C of Article FOURTH and including the resolutions
adopted by the
Board of Directors pursuant to Section B of this Article FOURTH), each holder
of Common Stock shall be entitled to one vote for each share of Common Stock
held by him on all matters submitted to stockholders for a vote and each holder
of Preferred Stock of any series that has voting rights shall be entitled to
such number of votes for each share held by him as may be specified in the
resolutions providing for the issuance of such series."
SECOND: That thereafter, the stockholder of said Corporation approved the
amendment by written consent without a meeting in accordance with Section 228 of
the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by E.O. Robinson , Jr., its Senior Vice President, the 10th day of
October, 1995.
By:/s/ E.O. Robinson, Jr.
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E.O. Robinson, Jr.
Senior Vice President
EXHIBIT 4.6
BYLAWS
OF
EMBASSY SUITES, INC.
(Amended April 29, 1994)
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of Embassy Suites,
Inc. (the "Corporation") shall be at The Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, State of Delaware.
SECTION 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
SECTION 2. Annual Meetings. The annual meeting of stockholders shall
be held on the first Friday in May in each year or on such other date and at
such time as may be fixed by the Board of Directors and stated in the notice of
the meeting, for the purpose of electing directors and for the transaction of
only such other business as is properly brought before the meeting in accordance
with these Bylaws.
Written notice of an annual meeting stating the place, date and hour of the
meeting, shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting.
SECTION 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, special meetings of stockholders, for any
purpose or purposes, may only be called by a majority of the entire Board of
Directors or by the Chairman or the President.
Written notice of a special meeting stating the place, date and hour of the
meeting, shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting.
SECTION 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the holders of
a majority of the votes entitled to be cast by the stockholders entitled to vote
thereat, present in person or represented by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented by proxy. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.
SECTION 5. Voting. Unless otherwise required by law, the Certificate
of Incorporation or these Bylaws, any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat. Each stockholder represented at
a meeting of stockholders shall be entitled to cast one vote for each share of
the capital stock entitled to vote thereat held by such stockholder, unless
otherwise provided by the Certificate of Incorporation. Such votes may be cast
in person or by proxy but no proxy shall be voted after three years from its
date, unless such proxy provides for a longer period. The Board of Directors,
in its discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall be cast by written ballot.
SECTION 6. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.
SECTION 7. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 6 of this Article II or the books of the
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Corporation, or to vote in person or by proxy at any meeting of stockholders.
ARTICLE III
DIRECTORS
SECTION 1. Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President or a majority of the entire Board of
Directors. Notice thereof stating the place, date and hour of the meeting shall
be given to each director either by mail not less than forty-eight (48) hours
before the date of the meeting, by telephone or telegram on twenty-four (24)
hours' notice, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.
SECTION 2. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these Bylaws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, a majority of the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
SECTION 3. Actions of Board of Directors. Unless otherwise provided by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all the members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.
SECTION 4. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 4 of Article III shall
constitute presence in person at such meeting.
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SECTION 5. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation. Each committee shall
keep regular minutes and report to the Board of Directors when required.
SECTION 6. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
SECTION 7. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the shareholder entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
shareholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the shareholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.
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ARTICLE IV
OFFICERS
SECTION 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors, in its discretion, may also choose a Chairman of the
Board of Directors (who must be a director) and one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers. Any number of
offices may be held by the same person, unless otherwise prohibited by law, the
Certificate of Incorporation or these Bylaws. The officers of the Corporation
need not be stockholders of the Corporation nor, except in the case of the
Chairman of the Board of Directors, need such officers be directors of the
Corporation.
SECTION 2. Election. The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal. Any officer elected by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors. The salaries of all officers who are directors of the Corporation
shall be fixed by the Board of Directors.
SECTION 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice President and any
such officer may, in the name and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.
SECTION 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. Except whereby law the signature of
the President is required, the Chairman of the Board of Directors shall possess
the same power as the President to sign all contracts, certificates and other
instruments of the Corporation which may be authorized by the Board of
Directors. During the absence or disability of the President, the Chairman of
the Board of Directors shall exercise all the powers and discharge all the
duties of the President. The Chairman of the Board of Directors shall also
perform such other duties and may exercise such other powers as from time to
time may be assigned to him by these Bylaws or by the Board of Directors.
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SECTION 5. President. The President shall, subject to the control of
the Board of Directors and, if there be one, the Chairman of the Board of
Directors, have general supervision of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. He shall execute all bonds, mortgages, contracts and other instruments
of the Corporation requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except that the other officers of the Corporation may sign and execute documents
when so authorized by these Bylaws, the Board of Directors or the President. In
the absence or disability of the Chairman of the Board of Directors, or if there
be none, the President shall preside at all meetings of the stockholders and the
Board of Directors. The President shall also perform such other duties and may
exercise such other powers as from time to time may be assigned to him by these
Bylaws or by the Board of Directors.
SECTION 6. Vice Presidents. At the request of the President or in his
absence or in the event of his inability or refusal to act (and if there be no
Chairman of the Board of Directors), the Vice President or the Vice Presidents
if there is more than one (in the order designated by the Board of Directors)
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. Each
Vice President shall perform such other duties and have such other powers as
the Board of Directors from time to time may prescribe. If there be no
Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence
of the President or in the event of the inability or refusal of the President
to act, shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President.
SECTION 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. If the Secretary shall be
unable or shall refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors or the President may
choose another officer to cause such notice to be given. The Secretary shall
have custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his signature. The Secretary
shall see that all books, reports, statements, certificates and other documents
and records required by law to be kept or filed are properly kept or filed, as
the case may be.
SECTION 8. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
6
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, the Treasurer shall give
the Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
SECTION 9. Assistant Secretaries. Except as may be otherwise provided
in these Bylaws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the President, any Vice President, if there be one, or the
Secretary, and in the absence of the Secretary or in the event of his disability
or refusal to act, shall perform the duties of the Secretary, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Secretary.
SECTION 10. Assistant Treasurers. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of his disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer. If required by the Board of Directors,
an Assistant Treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
SECTION 11. Controller. The Controller shall establish and maintain the
accounting records of the Corporation in accordance with generally accepted
accounting principles applied on a consistent basis, maintain proper internal
control of the assets of the Corporation and shall perform such other duties as
the Board of Directors, the President or any Vice President of the Corporation
may prescribe.
SECTION 12. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.
7
ARTICLE V
STOCK
SECTION 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or a
Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.
SECTION 2. Signatures. Any or all of the signatures on the certificate
may be a facsimile, including, but not limited to, signatures of officers of the
Corporation and countersignatures of a transfer agent or registrar. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
SECTION 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate therefore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
SECTION 4. Transfers. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these Bylaws. Transfers of stock shall
be made on the books of the Corporation only by the person named in the
certificate or by his attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be cancelled before a new
certificate shall be issued.
SECTION 5. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
8
SECTION 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.
ARTICLE VI
INDEMNIFICATION
SECTION 1. Subject to Section 3 of this Article VI, the Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
---------------
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
Corporation, or, with respect to any criminal action or proceeding, had
reasonable cause to believe his conduct was unlawful.
SECTION 2. Subject to Section 3 of this Article VI, the Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
9
SECTION 3. Any indemnification under this Article VI (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 or Section 2 of this
Article VI, as the case may be. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders. To the extent, however, that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described in Section 1 or Section 2 of
this Article VI, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith, without the necessity of
authorization in the specific case.
SECTION 4. For purposes of any determination under Section 3 of this
Article VI, a person shall be deemed to have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe his conduct was unlawful, if his action is based
on the records or books of account of the Corporation or another enterprise, or
on information supplied to him by the officers of the Corporation or another
enterprise in the course of their duties, or on the advice of legal counsel for
the Corporation or another enterprise or on information or records given or
reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The term "another
enterprise" as used in this Section 4 of Article VI, shall mean any other
corporation or any partnership, joint venture, trust or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. The provisions of this Section 4 shall
not be deemed to be exclusive or to limit in any way the circumstances in which
a person may be deemed to have met the applicable standard of conduct set forth
in Section 1 or Section 2 of this Article VI as the case may be.
SECTION 5. Notwithstanding any contrary determination in the specific
case under Section 3 of this Article VI, and notwithstanding the absence of any
determination thereunder, any director, officer, employee or agent may apply to
any court of competent jurisdiction in the State of Delaware for indemnification
to the extent otherwise permissible under Section 1 and Section 2 of this
Article VI. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standards of conduct set forth in Section 1 or Section 2 of this
Article VI, as the case may be. Notice of any application for indemnification
pursuant to this Section 5 of Article VI shall be given to the Corporation
promptly upon the filing of such application.
10
SECTION 6. Expenses incurred in defending or investigating a threatened
or pending action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article VI.
SECTION 7. The indemnification and advancement of expenses provided by
this Article VI shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses may be entitled under
any Bylaw, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, it being the policy of the
Corporation that indemnification of, and advancement of expenses to, the persons
specified in Section 1 and Section 2 of Article VI shall be made to the fullest
extent permitted by law. The provisions of this Article VI shall not be deemed
to preclude the indemnification of, and advancement of expenses to, any person
who is not specified in Section 1 or Section 2 of this Article VI but whom the
Corporation has the power or obligation to indemnify under the provisions of the
General Corporation Law of the State of Delaware, or otherwise. The
indemnification provided by this Article VI shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.
SECTION 8. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VI.
SECTION 9. For purposes of this Article VI, reference to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VI with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
11
ARTICLE VII
NOTICES
SECTION 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given
personally or by telegram, telex or cable.
SECTION 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed, by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.
SECTION 2. Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
SECTION 3. Fiscal Year. The fiscal year of the Corporation shall end
on the Friday nearest December 31 and the following fiscal year shall commence
on the Saturday following the aforesaid Friday, unless the fiscal year is
otherwise fixed by affirmative resolution of the entire Board of Directors.*/
- --------------------
* On October 25, 1991, the Board of Directors of the Company adopted a
resolution changing the Company's fiscal year end to a calendar year
commencing with the year 1992.
12
SECTION 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
13
Exhibit 5
Latham & Watkins
885 Third Avenue, Suite 1000
New York, New York 10022
October 11, 1995
Harrah's Entertainment, Inc.
Harrah's Operating Company, Inc.
1023 Cherry Road
Memphis, Tennessee 38117
Re: Registration Statement No. 33-62783:
$200,000,000 Aggregate principal
Amount of Securities
-------------------------------------
Ladies and Gentlemen:
In connection with the registration of $200,000,000 aggregate
principal amount of (i) common stock, par value $0.10 per share (the
"Common Stock"), of Harrah's Entertainment, Inc., a Delaware corporation
("Harrah's Entertainment"), (ii) preferred stock, par value $0.10 per share
(the "Preferred Stock"), of Harrah's Operating Company, Inc., a Delaware
corporation ("Harrah's Operating"), and (iii) debt securities of Harrah's
Operating (the "Debt Securities" and, collectively with the Common Stock
and the Preferred Stock, the "Securities"), and the guarantee of the
Preferred Stock (the "Preferred Stock Guarantee") and the Debt Securities
(the "Debt Guarantee") by Harrah's Entertainment, under the Securities Act
of 1933, as amended (the "Act"), on Form S-3 filed with the Securities and
Exchange Commission (the "Commission") on September 20, 1995 (File No. 33-
62783), as amended by Amendment No. 1 filed with the Commission on October
11, 1995 (collectively, the "Registration Statement"), and the offering of
such Securities from time to time, as set forth in the prospectus contained
in the Registration Statement (the "Prospectus") and as to be set forth in
one or more supplements to the Prospectus (each a "Prospectus Supplement"),
you have requested our opinion with respect to the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by Harrah's Entertainment and Harrah's Operating in connection with
the authorization and issuance of the Securities, the Preferred Stock
Guarantees and the Debt
Harrah's Entertainment, Inc.
Harrah's Operating Company, Inc.
October 11, 1995
Page 2
Guarantee, respectively, and for the purposes of this opinion, have assumed
such proceedings will be timely completed in the manner presently proposed.
In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate
records and instruments, as we have deemed necessary or appropriate for
purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents
submitted to us as copies.
We are opining herein as to the effect on the subject transaction
only of the internal laws of the State of New York and the General
Corporation Law of the State of Delaware, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or, in the case of Delaware, any other laws, or as
to any matters of municipal law or the laws of any local agencies within
any state.
Capitalized terms used herein without definition have the
meanings ascribed to them in the Registration Statement.
Subject to the foregoing and the other matters set forth herein,
it is our opinion that as of the date hereof:
1. Harrah's Entertainment has authority pursuant to the its
Certificate of Incorporation to issue up to 360,000,000 shares of Common
Stock. Upon adoption by the Board of Directors of Harrah's Entertainment
of a resolution in form and content as required by applicable law and upon
issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement and/or the applicable Prospectus
Supplement and by such resolution, the shares of Common Stock to be sold
pursuant to the Registration Statement and/or Prospectus Supplement will be
validly issued, fully paid and nonassessable.
2. Harrah's Operating has the authority pursuant to its
Certificate of Incorporation to issue up to 1,000,000 shares of Preferred
Stock. When a series of Preferred Stock has been duly established in
accordance with the terms of Harrah's
Harrah's Entertainment, Inc.
Harrah's Operating Company, Inc.
October 11, 1995
Page 3
Operating's Certificate of Incorporation and applicable law, and upon
adoption by the Board of Directors of Harrah's Operating of a resolution in
form and content as required by applicable law and upon issuance and
delivery of and payment for such shares in the manner contemplated by the
Registration Statement and/or the applicable Prospectus Supplement and by
such resolution, such shares of such series of Preferred Stock will be
validly issued, fully paid and nonassessable.
3. The Debt Securities have been duly authorized by all
necessary corporate action of Harrah's Operating, and when the Debt
Securities have been duly established by an Indenture, and duly executed,
authenticated and delivered by or on behalf of Harrah's Operating against
payment therefor in accordance with the terms of an Indenture and as
contemplated by the Registration Statement and/or the applicable Prospectus
Supplement, the Debt Securities will constitute legally valid and binding
obligations of Harrah's Operating, enforceable against Harrah's Operating
in accordance with their terms.
4. The Debt Guarantee has been duly authorized by all necessary
corporate action of Harrah's Entertainment, and when the Guarantee has been
duly established by an Indenture, and duly executed in accordance with the
terms of an Indenture and upon due execution, authentication and delivery
of the Debt Securities and upon payment therefor, will be a legally valid
and binding obligation of Harrah's Entertainment.
5 The Preferred Stock Guarantee has been duly authorized by
all necessary corporate action of Harrah's Entertainment, and when (i) the
terms of the Preferred Stock Guarantee have been duly established in
accordance with applicable law, (ii) the instruments relating to the
Preferred Stock Guarantee have been duly authorized, executed and
delivered, and (iii) the shares of Preferred Stock to which any Preferred
Stock Guarantee relates have been duly issued and delivered, and payment
therefor has been received, in the manner contemplated by the Registration
Statement and/or the applicable Prospectus Supplement, the Preferred Stock
Guarantee will be a legally valid and binding obligation of Harrah's
Entertainment.
Harrah's Entertainment, Inc.
Harrah's Operating Company, Inc.
October 11, 1995
Page 4
The opinions set forth above are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other
similar laws now or hereafter in effect relating to or affecting the rights
and remedies of creditors; (ii) the effect of general principles of equity,
whether enforcement is considered in a proceeding in equity or at law, and
the discretion of the court before which any proceeding therefor may be
brought; (iii) the unenforceability under certain circumstances under law
or court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a lability where such
indemnification or contribution is contrary to public policy; (iv) we
express no opinion concerning the enforceability of the waiver of rights or
defenses contained in Sections 515 and 1201 of each of the Indentures; (v)
we express no opinion with respect to whether acceleration of the Debt
Securities may affect the collectibility of that portion of the stated
principal amount thereof which might be determined to constitute unearned
interest thereon; and (vi) we express no opinion with respect to Article
XIII of the Senior Secured Debt Indenture or any other provision of the
Senior Secured Debt Indenture or the Senior Secured Debt Securities insofar as
they pertain to the Security Documents, the Bank Security Documents (each
as defined in the Senior Secured Debt Indenture), the security interests
contemplated thereby and the collateral subject thereto.
To the extent that the obligations of Harrah's Entertainment and
Harrah's Operating under the Indentures may be depended upon such matters,
we assume for purposes of this opinion that the Trustee is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the
activities contemplated by the Indentures; that each of the Indentures has been
duly authorized, executed and delivered by the Trustee and constitutes the
legally valid, binding and enforceable obligation of the Trustee
enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indentures, with all applicable laws and regulations; and that
the Trustee has the requisite organizational and legal power and authority
to perform its obligations under the Indentures.
Harrah's Entertainment, Inc.
Harrah's Operating Company, Inc.
October 11, 1995
Page 5
This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion
may not be relied upon by you for any other purpose, or furnished to,
quoted to, or relied upon by any other person, firm or corporation for any
purpose, without our prior written consent.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
LATHAM & WATKINS