Breeden Richard C – ‘SC 13D/A’ on 1/25/99 re: MTR Gaming Group Inc – EX-8

As of:  Monday, 1/25/99   ·   Accession #:  893750-99-67   ·   File #:  5-50735

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           7     40K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                                23     71K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      4     16K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      2     11K 
 5: EX-4        Instrument Defining the Rights of Security Holders     2     11K 
 6: EX-5        Opinion re: Legality                                   2     13K 
 7: EX-6        Opinion re: Discount on Capital Shares                 6     23K 
 8: EX-7        Opinion re: Liquidation Preference                     1      9K 
 9: EX-8        Opinion re: Tax Matters                                2     10K 
10: EX-9        Voting Trust Agreement                                 2     10K 
11: EX-10       Material Contract                                     10     31K 
12: EX-11       Statement re: Computation of Earnings Per Share       19     74K 

EX-8   —   Opinion re: Tax Matters

EX-8
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                                                                   EXHIBIT 8

November 9, 1995  

Mr. Kevin J. Kuppel                                                             
Treasurer                                                                       
Bennett Management & Development Corp.                                          
Two Clinton Square                                                              
Syracuse, NY  13202                                                             

 Re:  Construction Loan Agreement between Bennett Management &
    Development Corp., Mountaineer Park, Inc. and Winner's
       Entertainment, Inc., dated June 24, 1994, as amended (the
"Loan")                                           

Dear Mr. Kuppel:                                                                

     This letter sets forth the agreement between Bennett Management &
Development Corp., Mountaineer Park, Inc. and Winner's Entertainment, Inc.      
that if:  (a) the Loan from Bennett Management & Development Corp. to           
Mountaineer Park, Inc. in the principal amount of $10.2 million is paid in      
full by December 1, 1995, and (b) Mountaineer Park, Inc. and Winner's           
Entertainment, Inc. deliver to Bennett Management & Development Corp. a broad   
form general release of all liability arising out of or related to the Loan,    
Bennett Management & Development Corp. will transfer to Winner's                
Entertainment, Inc. all of its current and future rights to any shareholder     
interest in Winner's Entertainment, Inc. at no additional cost to Winner's      
Entertainment, Inc., and a duly executed release of the deed of trust.          

    If the foregoing correctly sets forth our agreement, please sign
the enclosed copy of this letter and return the same to me.                     

         Very truly yours,

                    WINNER'S ENTERTAINMENT, INC.

                      By       /s/ Edson R. Arneault
                                      --------------------------------------
              Its  President
                                           ---------------------------------

              MOUNTAINEER PARK, INC.

                      By       /s/ Edson R. Arneault
                                    --------------------------------------
             Its   President
                                          --------------------------------

EX-8
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Agreed to this ____ day of November, 1995:                                      

                              BENNETT MANAGEMENT & DEVELOPMENT CORP.

                         By         /s/ Patrick R. Bennett
                                    --------------------------------------
       Its   CFO
                                          --------------------------------

-2- 

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/25/99							None on these Dates
		12/1/95		1
		11/9/95		1
		6/24/94		1
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