Coast Casinos Inc, et al. – ‘S-4/A’ on 7/9/96 – EX-8.1

As of:  Tuesday, 7/9/96   ·   Accession #:  898430-96-3109   ·   File #s:  333-04356, -01, -02

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Form S-4 Amendment #2                                175    913K 
 2: EX-8.1      Opinion of Gibson, Dunn & Crutcher to Tax Matters      2      9K 
 3: EX-23.1     Consent of Independent Accountants                     1      7K 
 4: EX-27.1     Financial Data Schedule for Coast Hotels & Casinos     2      8K 
 5: EX-27.2     Financial Data Schedule for Coast Resorts, Inc.        2      8K 
 6: EX-27.3     Financial Data Schedule for Coast West, Inc.           2      8K 

EX-8.1   —   Opinion of Gibson, Dunn & Crutcher to Tax Matters

EX-8.1
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                                                                     EXHIBIT 8.1

July 9, 1996  

                                                                   C 18514-00003

Coast Hotels and Casinos, Inc.                                                  
Coast Resorts, Inc.                                                             
Coast West, Inc.                                                                
4000 West Flamingo Road                                                         
Las Vegas, Nevada  89103                                                        

Re:  Exchange of Series A 13% First Mortgage Notes due 2002 
    ------------------------------------------------------

Ladies and Gentlemen:                                                           

          We have acted as special counsel for Coast Hotels and Casinos, Inc., a
Nevada corporation (the "Company"), Coast Resorts, Inc., a Nevada corporation   
("Coast Resorts"), and Coast West, Inc., a Nevada corporation ("Coast West" and,
together with the Company and Coast Resorts, the "Registrants"), in connection  
with the Company's proposed offer to exchange $175,000,000 aggregate principal  
amount of Series B 13% First Mortgage Notes due 2002 of the Company for a like  
amount of the Company's privately placed Series A 13% First Mortgage Notes due  
2002.  The Notes are the subject of a Registration Statement on Form S-4 (the   
"Registration Statement") (File No. 333-4356) filed by the Registrants with the 
Securities and Exchange Commission.  Capitalized terms not otherwise defined    
herein shall have the meanings set forth in the Registration Statement.         

       On the basis of the statements and representations contained in the
foregoing materials, we hereby confirm our opinions as set forth in the         
Prospectus forming a part of the Registration Statement under the caption       
"Federal Income Tax Consequences." This opinion expresses our views only as to  
federal income tax laws in effect as of the date hereof, including the Internal 
Revenue Code of 1986, as amended, applicable Treasury Regulations (including    
proposed Regulations), published rulings and administrative practice of the     
Internal Revenue Service (the "IRS") and court decisions. This opinion          
represents our best legal judgment as to the matters addressed herein, but is   
not binding on the IRS or the courts. Accordingly, no assurance can be given    
that the legal conclusions expressed                                            

EX-8.1
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Coast Hotels and Casinos, Inc.                                                  
Coast Resorts, Inc.                                                             
Coast West, Inc.                                                                
July 9, 1996                                                                    
Page 2                                                                          

herein, if contested, would be sustained by a court. Furthermore, the           
authorities upon which we rely are subject to change either prospectively or    
retroactively, and any variation or difference in the facts and representations 
as set forth in the Registration Statement might affect the conclusions stated  
herein.                                                                         

       This opinion is rendered solely for your benefit and the benefit of
holders of Series B Notes in connection with the Exchange Offer. We hereby      
consent to the filing of this opinion as an exhibit to the Registration         
Statement, and we further consent to the use of our name under the caption      
"Federal Income Tax Consequences" in the Prospectus forming a part of said      
Registration Statement. Except as stated above, without our prior consent, this 
opinion may not be furnished or quoted to, or relied upon by, and other person  
or entity for any purpose.                                                      

Very truly yours,   

       GIBSON, DUNN & CRUTCHER LLP

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/9/96		1		2			None on these Dates
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