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Fertitta Holdco LLC, et al. – ‘SC 13D/A’ on 5/20/16 re: Red Rock Resorts, Inc. – EX-5

On:  Friday, 5/20/16, at 5:28pm ET   ·   Accession #:  1104659-16-122393   ·   File #:  5-89488

Previous ‘SC 13D’:  ‘SC 13D’ on 5/12/16   ·   Next:  ‘SC 13D/A’ on 8/12/19   ·   Latest:  ‘SC 13D/A’ on 12/20/21

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/20/16  Fertitta Holdco LLC               SC 13D/A              11:384K Red Rock Resorts, Inc.            Merrill Corp-MD/FA
          F & J Fertitta Family Business Trust
          Fertitta Business Management LLC
          Fertitta Investment LLC
          Fi Station Investor LLC
          Frank J. Fertitta III
          KVF Investments, LLC
          L&T Fertitta Family Business Trust
          Lna Investments, LLC
          Lorenzo J. Fertitta

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML    164K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                              HTML     14K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML     16K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws   HTML     16K 
 5: EX-4        Instrument Defining the Rights of Security Holders  HTML     16K 
 6: EX-5        Opinion re: Legality                                HTML     16K 
 7: EX-7        Letter re: Non-Reliance upon a Previously Issued    HTML     16K 
                          Audit Report or Completed Interim Review               
 8: EX-8        Opinion re: Tax Matters                             HTML     16K 
 9: EX-9        Voting Trust Agreement                              HTML     16K 
10: EX-10       Material Contract                                   HTML     14K 
11: EX-11       Statement re: Computation of Earnings Per Share     HTML     16K 


EX-5   —   Opinion re: Legality


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 5

 

LIMITED POWER OF ATTORNEY FOR KVF INVESTMENTS, LLC

 

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints John Hertig, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

(1)           prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

(2)           seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

(3)           perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

(1)           this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

 

(2)           any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

(3)           neither the Company nor either of such attorneys-in-fact assumes:

 

(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and

 



 

(4)           this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act.  The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

 

[Remainder of page intentionally left blank.]

 



 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 31 day of March, 2016.

 

 

KVF Investments, LLC

 

 

 

 

 

By:

/s/

 

Name: Frank J. Fertitta III

 

Title:   Manager

 

 


 

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Filing Submission 0001104659-16-122393   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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