MEMORANDUM
PRIVILEGED AND CONFIDENTIAL / ATTORNEY WORK PRODUCT
TO: Robert Adeyemi, Billing Partner, Capital Markets Brendan Walsh, Lead Associate, Capital Markets Natasha Forbes, Working Associate, Capital Markets
FROM: Vivienne St. Claire, Responsible Partner, Capital Markets
DATE: October 6, 2025
RE: Staffing, Workstreams, and Timeline — Redstone Gaming Corp. Follow-On Equity Offering ($180,000,000)
Engagement No.: C&H-2025-CM-04187
Firm: Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, NY 10036
This memorandum sets forth the staffing assignments, workstream responsibilities, key contacts, and master timeline for our representation of Redstone Gaming Corp. in connection with its $180,000,000 underwritten follow-on public offering of shares of common stock. All team members should review this memorandum carefully, calendar all milestone dates, and direct any questions or scheduling conflicts to me promptly. Given the compressed timeline — twenty-five days from preliminary prospectus supplement filing to anticipated closing — disciplined execution and close coordination among all team members are essential.
1. Transaction Overview
Calderwood & Harkness LLP represents Redstone Gaming Corp. ("RGC" or the "Company"), a Delaware-incorporated, Nevada-headquartered publicly traded gaming and media entertainment company listed on the New York Stock Exchange under the ticker symbol "RDGM," in connection with a $180,000,000 underwritten follow-on public offering of shares of its common stock (the "Offering").
Offering Structure. The Offering is structured as a firm commitment underwritten public offering, registered on an existing shelf registration statement on Form S-3 (SEC File No. 333-278401), which was originally filed with the Securities and Exchange Commission on March 14, 2024, and declared effective on March 28, 2024. The Company qualifies as a well-known seasoned issuer ("WKSI") but elected to file a standard shelf for capacity management purposes. The shelf was filed with a maximum aggregate offering price of $750,000,000. Of that capacity, $200,000,000 was previously taken down in connection with the Company's September 2024 debt offering of 5.875% Senior Notes due 2031, leaving remaining shelf capacity of $550,000,000 prior to the current Offering. Following completion of this Offering at the base amount of $180,000,000, remaining shelf capacity will be approximately $370,000,000.
Offering Economics. The anticipated public offering price is $27.45 per share. At that price, the base offering will consist of 6,557,377 shares of common stock. The underwriters have been granted a 15% over-allotment option (the "Greenshoe") to purchase up to an additional 983,606 shares, bringing the maximum number of shares issuable in the Offering (with full exercise of the Greenshoe) to 7,540,983 shares. The underwriting discount is 4.0%, which equates to $1.098 per share. Total underwriting discount on the base offering is $7,200,000. After deducting the underwriting discount and estimated offering expenses (approximately $1,350,000), estimated net proceeds to the Company from the base offering are $171,450,000.
Use of Proceeds. The Company intends to use the net proceeds of the Offering as follows:
• Approximately $115,000,000 for expansion into the Louisiana and Indiana gaming markets, consisting of approximately $70,000,000 for the development of a new casino-resort property in Bossier City, Louisiana, and approximately $45,000,000 for the acquisition and renovation of an existing gaming facility in Gary, Indiana;
• Approximately $50,000,000 for partial retirement of the Company's outstanding 6.25% Senior Secured Notes due 2028; and
• The remainder (approximately $6,450,000) for general corporate purposes.
Filing Status. The Preliminary Prospectus Supplement was filed today, October 6, 2025, under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act"). The Preliminary Prospectus Supplement, together with the base prospectus forming part of the shelf registration statement, constitutes the offering document currently in circulation. The Final Prospectus Supplement will be filed under Rule 424(b)(5) promptly following pricing, which is currently anticipated for October 28, 2025.
2. Key Parties and Contacts
The following is a comprehensive list of the parties and principal contacts involved in the Offering. All team members should keep this section readily accessible for reference throughout the transaction.
2.1 Client — Redstone Gaming Corp.
Darren Whitfield serves as the primary day-to-day client contact for all matters relating to the Offering. All substantive communications with the Company should be directed through or coordinated with Darren. Financial data requests and questions relating to the Company's accounting and financial reporting should be coordinated through Lena Okafor.
The Company's headquarters are located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119. The Company is incorporated in the State of Delaware, and its registered agent in Delaware is Capitol Corporate Services, Inc., located at 1209 Orange Street, Wilmington, DE 19801.
Key Institutional Shareholders:
Grandview Capital Partners, LP is a subject of the lock-up agreements described in Workstream F below. Thornbridge Asset Management, Inc. is not subject to a lock-up.
2.2 Underwriting Syndicate
Lead Bookrunning Manager:
Pinnacle Zanthor & Co. 280 Park Avenue New York, NY 10017
• Aisha Rowan, Managing Director (syndicate lead)
• Colin Matsuda, Vice President (execution)
• Syndicate allocation: 60% (3,934,426 shares)
Joint Bookrunning Manager:
Hargrove Williams Securities LLC 600 Lexington Avenue, Suite 2200 New York, NY 10022
• Peter Langston, Managing Director
• Syndicate allocation: 30% (1,967,213 shares)
Co-Manager:
Clearwater Capital Markets Inc. 100 South Charles Street, Suite 1400 Baltimore, MD 21201
• Dana Kessler, Senior Vice President
• Syndicate allocation: 10% (655,738 shares)
2.3 Underwriters' Counsel
Whitmore & Pratt LLP 51 West 52nd Street New York, NY 10019
• Thomas Beaumont, Partner, Capital Markets
• Rebecca Ling, Senior Associate
All legal correspondence with the underwriters should be channeled through Whitmore & Pratt. Brendan Walsh should serve as the primary point of contact with Rebecca Ling on document negotiations and day-to-day execution matters. Partner-to-partner communications between Vivienne St. Claire and Thomas Beaumont will be conducted as needed on strategic and escalated issues.
2.4 Independent Auditor
Kaplan Feld & Associates LLP 2049 Century Park East, Suite 3100 Los Angeles, CA 90067
• Sandra Meyers, Engagement Partner, CPA
Kaplan Feld will be responsible for delivering the initial comfort letter at signing and the bring-down comfort letter at closing. Natasha Forbes is responsible for coordinating with Sandra Meyers on comfort letter procedures, circle-up items, and financial statement cut-off dates.
2.5 Financial Advisor
Ridgeline Advisory Group LLC 1999 Avenue of the Stars, Suite 2700 Los Angeles, CA 90067
• Victor Tanaka, Managing Director
Ridgeline has been engaged by RGC as financial advisor in connection with the Offering. While Ridgeline is not a party to the underwriting agreement, the team should be aware that Victor Tanaka may participate in certain calls and may coordinate with Lena Okafor on financial modeling and pricing analytics.
2.6 Transfer Agent and Registrar
Continental Share Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004
Continental Share Services serves as transfer agent and registrar for the Company's common stock. Natasha Forbes is responsible for coordinating with Continental on DTC eligibility confirmation and share issuance mechanics for the Offering.
2.7 Other Key Parties
Indenture Trustee (both note series):
Fidelitas Trust Company, N.A. 100 Wall Street, 16th Floor New York, NY 10005
Fidelitas serves as indenture trustee under both the 6.25% Senior Secured Notes due 2028 indenture and the 5.875% Senior Notes due 2031 indenture. The team should note that the contemplated partial retirement of the 6.25% Senior Secured Notes using a portion of the Offering proceeds will require coordination with Fidelitas regarding notice and redemption mechanics, though that coordination is the responsibility of the Company and its financial advisor and is not within the scope of this engagement unless separately requested.
Revolving Credit Facility Agent:
Meridian National Bank, N.A. 525 William Penn Place Pittsburgh, PA 15219
Meridian serves as administrative agent under the Company's $400,000,000 revolving credit facility. Current drawn amount is $135,000,000. The credit agreement will need to be reviewed as part of due diligence to confirm no conflicts with the Offering or the contemplated use of proceeds.
D&O Insurer:
Sentinel Risk Underwriters, Inc. 175 Water Street New York, NY 10038
• Policy No.: SRU-DOX-2025-41882
• Limit: $75,000,000
The existence of adequate D&O coverage is relevant to the due diligence process and may also be referenced in connection with the indemnification provisions of the underwriting agreement.
3. Calderwood & Harkness Deal Team — Staffing Assignments
The following sets forth the staffing assignments and individual responsibilities for each member of the Calderwood & Harkness deal team. Each team member should review his or her assigned responsibilities carefully and confirm understanding and availability to me by no later than close of business on October 7, 2025.
3.1 Vivienne St. Claire — Responsible Partner
As Responsible Partner, I will oversee the engagement from a strategic and supervisory perspective and serve as the senior attorney accountable for all work product delivered in connection with the Offering. My specific responsibilities include:
• Overall engagement management and client relationship. I will serve as the primary relationship partner for the engagement and will be the senior point of contact for the Company's General Counsel, Darren Whitfield, and for Pinnacle Zanthor's managing director, Aisha Rowan, on all strategic and deal-level issues, including pricing discussions, syndicate structure, and any escalated negotiation points.
• Senior-level review of all SEC filings, underwriting agreement, legal opinions, and negative assurance letters. All material documents in the Offering will be subject to my review and approval prior to filing, execution, or delivery, as applicable. This includes the preliminary and final prospectus supplements, the underwriting agreement, the Exhibit 5.1 legal opinion, the 10b-5 negative assurance letter, and the SEC comment response letter.
• SEC comment response strategy. I will supervise the development and execution of the strategy for responding to any SEC Staff comments on the shelf registration statement or the preliminary prospectus supplement. I expect to be consulted promptly upon receipt of any comment letter, and I will participate in the internal analysis and in discussions with Darren Whitfield regarding the Company's response.
• Board and pricing committee meetings. I will attend meetings of the Company's Board of Directors or Pricing Committee as needed, including the Pricing Committee meeting anticipated for October 28, 2025 (Pricing Date), either in person or by telephone.
• Bring-down due diligence call. I will lead the bring-down due diligence call with RGC management, currently scheduled for approximately October 27, 2025, the day before the anticipated Pricing Date.
3.2 Robert Adeyemi — Billing Partner
Robert serves as the Billing Partner for this engagement and is responsible for all billing, engagement economics, and budget management. His specific responsibilities include:
• Billing oversight and budget management. Estimated legal fees for the engagement are $475,000, based on an anticipated allocation of partner time at a rate of $1,650 per hour and associate time at a rate of $975 per hour. Robert will monitor actual time against these estimates and will flag any anticipated budget variance promptly. The engagement number for all time entries is C&H-2025-CM-04187.
• Monthly billing statements. Robert will review and approve all monthly billing statements before they are transmitted to the Company. Given the compressed timeline, the first billing statement covering the October engagement period should be prepared promptly following closing.
• Secondary review of key transaction documents. As workload permits, Robert will provide a secondary review of key transaction documents, including the underwriting agreement and the legal opinion. This secondary review is supplemental to the primary drafting and review responsibilities assigned to Brendan Walsh and to my own senior-level review.
3.3 Brendan Walsh — Lead Associate
Brendan serves as the Lead Associate for the engagement and is responsible for the day-to-day execution of the transaction, including primary drafting, negotiation, document management, and coordination with counterparty counsel. His specific responsibilities are as follows:
Primary Drafting and Negotiation:
• Underwriting agreement. Brendan is responsible for preparing the initial draft of the underwriting agreement, circulating it to Whitmore & Pratt (Rebecca Ling), managing the negotiation process through mark-ups and revised drafts, and preparing the final execution version. The underwriting agreement governs the sale of shares by the Company to the three underwriters and addresses, among other things, representations and warranties, indemnification, conditions to closing, and termination provisions.
• SEC comment response letter. Brendan will prepare the initial draft of the SEC comment response letter, incorporating input from me and from Darren Whitfield. The response letter will be prepared in the standard format for Staff correspondence and will address each comment in sequence.
• Revised and final prospectus supplement. Brendan will prepare the revised prospectus supplement reflecting any changes required in response to SEC comments, working in coordination with Natasha Forbes. Brendan will also prepare the final prospectus supplement for filing upon pricing.
• Board resolutions and pricing committee resolutions. Brendan will confirm the final form of the board resolutions adopted on September 30, 2025, and will prepare the draft pricing committee resolutions for adoption by the Pricing Committee on the Pricing Date.
• Secretary's certificate. Brendan will prepare the form of secretary's certificate, which will attach certified copies of the Company's Certificate of Incorporation (as amended), Bylaws, Board resolutions, Pricing Committee resolutions, and a certificate of incumbency of officers and directors.
• Closing checklist and closing memorandum. Brendan will prepare the initial closing checklist and will supervise its ongoing maintenance (with Natasha Forbes responsible for day-to-day updates). Brendan will also prepare the closing memorandum for distribution to all parties following closing.
Due Diligence:
• Due diligence memorandum. Brendan will lead the preparation of the comprehensive due diligence memorandum summarizing the results of legal due diligence conducted on the Company. This memorandum will address all key areas of focus described in Workstream E below.
• Bring-down due diligence call outline. Brendan will prepare the outline for the bring-down due diligence call with RGC management, to be conducted on or about October 27, 2025.
• Due diligence defense memorandum. Brendan will prepare the due diligence defense memorandum documenting the steps taken by the underwriters and their counsel (and by us on behalf of the Company) to establish a due diligence defense under Section 11 of the Securities Act.
Coordination and Management:
• Underwriters' counsel coordination. Brendan will serve as the primary point of contact with Rebecca Ling at Whitmore & Pratt on all day-to-day matters relating to the underwriting agreement, including mark-ups, plan of distribution provisions, lock-up mechanics, and closing deliverables.
• First-line review. All drafts prepared by Natasha Forbes will be subject to Brendan's first-line review before being forwarded to me for partner review.
• Day-to-day deal execution and document flow. Brendan is responsible for managing the overall pace and flow of the transaction, including tracking all open items, coordinating among team members, and ensuring that all deliverables are completed on or ahead of schedule.
3.4 Natasha Forbes — Working Associate
Natasha serves as the Working Associate for the engagement and is responsible for a range of drafting, coordination, and logistical tasks. Her specific responsibilities are as follows:
Primary Drafting:
• Lock-up agreements. Natasha will prepare the form of lock-up agreement and manage the circulation and execution process. The lock-up agreements are to be executed by all ten directors and executive officers of the Company, as well as by Grandview Capital Partners, LP (Elena Vasquez), for a total of eleven signatories.
• Lock-up agreement execution tracker. Natasha will maintain a detailed tracker showing the status of each lock-up agreement, including the date of circulation, the date of execution, and the date of receipt by Calderwood & Harkness. All lock-up agreements must be executed and returned no later than October 24, 2025.
• Officer's certificates. Natasha will prepare the initial draft of the CFO certificate (to be executed by Lena Okafor) and the final joint CEO/CFO certificate (to be executed by both Marcus Hale and Lena Okafor) for delivery at closing.
• Comfort letter request. Natasha will prepare the formal comfort letter request to Kaplan Feld & Associates LLP and will coordinate with Sandra Meyers on the scope, timing, and procedures for the comfort letter process.
• Tax disclosure opinion. Natasha will prepare the initial draft of the tax disclosure opinion regarding the accuracy and completeness of the U.S. federal income tax consequences disclosure in the prospectus supplement.
• Rule 462(b) registration statement. Natasha will prepare a precautionary draft of a Rule 462(b) registration statement in the event that additional shelf capacity is needed, though this is not anticipated based on current capacity calculations.
Support and Coordination:
• Prospectus supplement support. Natasha will support Brendan Walsh in drafting and revising the prospectus supplement and in preparing revisions in response to SEC comments.
• Comfort letter coordination. Natasha will serve as the primary contact with Sandra Meyers at Kaplan Feld on all matters relating to the comfort letter, including circle-up items, financial statement cut-off dates, and compliance with SAS 72/AU-C Section 920 procedures.
• Transfer agent coordination. Natasha will coordinate with Continental Share Services on DTC eligibility confirmation and share issuance mechanics for the Offering.
• Closing checklist maintenance. Natasha will maintain and update the closing checklist on an ongoing basis throughout the transaction.
• Signature page management. Natasha is responsible for managing the collection and organization of all signature pages for the underwriting agreement, lock-up agreements, officer's certificates, secretary's certificate, and all other documents requiring execution.
• Good standing certificates. Natasha will coordinate the procurement of good standing certificates from the Delaware Secretary of State and the Nevada Secretary of State.
3.5 Las Vegas Office Coordination
The team should note the availability of Calderwood & Harkness's Las Vegas office, located at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, NV 89169, for any in-person document execution or local regulatory coordination with the Nevada Gaming Commission that may be needed during the course of the transaction. However, all substantive legal work on the Offering will be handled from the New York office. If circumstances arise that require engagement of local Las Vegas counsel or coordination with the Nevada Gaming Commission, Brendan Walsh should consult with me before initiating any such contact.
4. Key Workstreams
This section describes in detail each of the principal workstreams for the Offering. Each workstream identifies the scope of work, the lead team member, key considerations, and required deliverables. All team members should review the workstreams assigned to them and to the team members with whom they will be collaborating.
Workstream A: Registration and SEC Filings
Scope: This workstream encompasses all SEC filings associated with the Offering, including the Preliminary Prospectus Supplement (filed today, October 6, 2025), the SEC comment letter review and response, the revised and final prospectus supplement, the Rule 462(b) registration statement (precautionary), and the pricing term sheet (Rule 433 free writing prospectus).
Lead: Brendan Walsh (drafting), with support from Natasha Forbes.
Key Considerations:
The Preliminary Prospectus Supplement was filed today under Rule 424(b)(5). We anticipate that the SEC Staff will review the filing and that a comment letter will be issued within approximately seven to ten business days. Our target for receipt of a comment letter is on or about October 14, 2025. Based on current market practice and our prior experience with the Staff's Division of Corporation Finance, we anticipate receiving approximately six comments, likely focused on the use of proceeds description, risk factor disclosure, gaming regulatory compliance disclosure, the dilution table, and certain financial presentation matters.
Upon receipt of the comment letter, Brendan Walsh will prepare an internal SEC Comment Analysis Memorandum for circulation to me and to the team. The memorandum will analyze each comment, propose a response strategy, and identify any comments requiring input from the Company or its auditors. Brendan will send an email to Darren Whitfield with comment response strategy recommendations promptly following internal analysis. Our internal target for filing the SEC comment response letter and the revised prospectus supplement is October 21, 2025, which would allow sufficient time for any follow-up comments before the anticipated Pricing Date of October 28, 2025.
The final prospectus supplement will be filed under Rule 424(b)(5) promptly following pricing on October 28, 2025. The pricing term sheet, which sets forth the final offering price, number of shares, and underwriting discount, will be filed as a free writing prospectus under Rule 433 on the Pricing Date.
With respect to the Rule 462(b) registration statement, the team should note that remaining shelf capacity post-offering ($370,000,000) is well in excess of the maximum total offering amount including the Greenshoe (approximately $207,000,000 total, assuming full exercise of the over-allotment option at the anticipated public offering price). Accordingly, a Rule 462(b) filing is likely unnecessary. Nevertheless, Natasha Forbes will prepare a precautionary draft to be available in the event of any change in pricing or share count that would require additional registration capacity.
Deliverables:
1. Preliminary Prospectus Supplement (completed — filed October 6, 2025)
2. SEC Comment Analysis Memorandum
3. SEC Comment Response Letter (draft and final)
4. Revised Prospectus Supplement (redline and clean)
5. Final Prospectus Supplement
6. Rule 462(b) Registration Statement (precautionary draft)
7. Pricing Term Sheet (Rule 433 free writing prospectus)
Workstream B: Underwriting Agreement Negotiation
Scope: This workstream encompasses the drafting, negotiation, and finalization of the underwriting agreement among the Company and the three underwriters — Pinnacle Zanthor & Co. (as Lead Bookrunning Manager), Hargrove Williams Securities LLC (as Joint Bookrunning Manager), and Clearwater Capital Markets Inc. (as Co-Manager). The workstream also includes review of the Agreement Among Underwriters to the extent circulated by Pinnacle Zanthor or underwriters' counsel.
Lead: Brendan Walsh (primary drafter and negotiator), with partner oversight from Vivienne St. Claire on key issues.
Counterparty Counsel: Whitmore & Pratt LLP (Thomas Beaumont, Partner; Rebecca Ling, Senior Associate).
Key Negotiation Points Anticipated:
Based on our initial review of the Company's business and regulatory profile, and on our experience with Whitmore & Pratt on comparable transactions, we anticipate that the following issues will be the principal subjects of negotiation:
• Gaming regulatory compliance representations. The Company holds gaming licenses in multiple jurisdictions — Nevada (NGC License No. NGC-2019-04172), New Jersey (NJDGE License No. NJDGE-2020-1138), and Mississippi (MGC License No. MGC-2018-0623) — and has pending applications before the Louisiana Gaming Control Board (submitted August 12, 2025) and the Indiana Gaming Commission (submitted September 5, 2025). We expect Whitmore & Pratt to seek broad representations regarding the Company's compliance with all applicable gaming laws and the status of pending applications. The Company will need to provide precise disclosure regarding the scope and status of each license and application, and we will need to negotiate the extent to which representations are qualified by materiality or knowledge qualifiers.
• Indemnification survival period and scope. We anticipate negotiation over the survival period for the Company's indemnification obligations under the underwriting agreement, as well as the scope of indemnifiable losses (including whether consequential damages are covered).
• Materiality qualifiers on representations and warranties. Whitmore & Pratt will likely resist materiality qualifiers on certain core representations, including those relating to the accuracy of the registration statement, the Company's SEC filing history, and internal controls. We will need to balance the underwriters' need for clean representations against the Company's exposure.
• Bring-down conditions and MAC/MAE definition. The definition of "material adverse change" or "material adverse effect" in the underwriting agreement and the conditions to closing that require bring-down of representations to closing will be a standard area of negotiation. We anticipate particular attention to whether the MAC definition contains carve-outs for general industry conditions, regulatory changes, or market-wide disruptions.
• Lock-up release mechanics. The lock-up provisions in the underwriting agreement will cross-reference the individual lock-up agreements and will provide that the lead bookrunning manager (Pinnacle Zanthor) has sole discretion over any release from lock-up obligations during the 90-day lock-up period.
• MNPI provisions and Regulation FD compliance. We expect provisions relating to material non-public information and Regulation FD to be included in the underwriting agreement, particularly in light of the Company's pending gaming license applications.
• Conditions to closing. In addition to customary bring-down, opinion, and comfort letter conditions, we anticipate that the underwriters will require delivery of gaming regulatory compliance certificates as a condition to closing.
Deliverables:
1. Initial draft underwriting agreement
2. Issues list email to Whitmore & Pratt
3. Revised draft underwriting agreement (redline reflecting negotiation)
4. Execution version of underwriting agreement
5. Review and comments on Agreement Among Underwriters
Workstream C: Board and Corporate Authorizations
Scope: This workstream encompasses all board and corporate authorization matters related to the Offering, including confirmation of the final form of board resolutions previously adopted, preparation of pricing committee resolutions, and the secretary's certificate.
Lead: Brendan Walsh.
Key Details:
The Company's Board of Directors adopted resolutions authorizing the Offering on September 30, 2025. The board resolution authorized the offering of up to 8,000,000 shares of common stock at a minimum public offering price of $25.00 per share, with specific pricing and terms to be determined by a Pricing Committee. Brendan Walsh should confirm that the final executed resolutions are in our files and that they are consistent in all material respects with the draft we reviewed prior to adoption.
The Pricing Committee consists of three members: Marcus Hale (CEO), Lena Okafor (CFO), and Patricia Moynihan (Independent Director, Chair of Finance Committee). The Pricing Committee is authorized to set the final offering price, the number of shares to be offered, and the underwriting terms within the parameters established by the Board. The Pricing Committee is expected to meet and adopt resolutions on October 28, 2025, the anticipated Pricing Date.
The secretary's certificate will be prepared for delivery at closing and will attach certified copies of the following documents:
(a) Certificate of Incorporation of the Company (as amended to date);
(b) Bylaws of the Company (as currently in effect);
(c) Board resolutions dated September 30, 2025, authorizing the Offering;
(d) Pricing Committee resolutions (to be adopted on the Pricing Date); and
(e) Certificate of incumbency of the officers and directors of the Company.
Deliverables:
1. Board Resolutions — final/executed (confirm in files)
2. Pricing Committee Resolutions (draft)
3. Secretary's Certificate
Workstream D: Legal Opinions and Negative Assurance
Scope: This workstream encompasses the preparation and delivery of the legal opinion (Exhibit 5.1) regarding the validity of the shares being offered, the negative assurance (10b-5) letter to the underwriters, and the tax disclosure opinion.
Lead: Brendan Walsh (Exhibit 5.1 legal opinion and 10b-5 negative assurance letter); Natasha Forbes (tax disclosure opinion).
Key Considerations:
Exhibit 5.1 Legal Opinion. The legal opinion to be filed as Exhibit 5.1 to the registration statement must cover the maximum number of shares issuable in the Offering, including those issuable upon full exercise of the over-allotment option — that is, 7,540,983 shares in total. Based on our experience, we anticipate that the SEC Staff may issue a comment requesting confirmation that the legal opinion covers the full number of shares, including the Greenshoe. The opinion must reference the specific Board resolutions dated September 30, 2025, and the Pricing Committee resolutions to be adopted on the Pricing Date. The opinion will address due authorization, valid issuance, full payment, and non-assessability of the shares under Delaware law.
The team should confirm the Company's authorized share count and headroom analysis. The Company's Certificate of Incorporation authorizes 300,000,000 shares of common stock. The current share count is as follows:
This total is well within the 300,000,000 authorized shares, providing ample headroom for the opinion. No amendment to the Certificate of Incorporation is required.
10b-5 Negative Assurance Letter. The negative assurance letter will be addressed to the underwriters and will provide customary 10b-5 negative assurance with respect to the registration statement (as amended) and the prospectus supplement. Delivery of the 10b-5 letter is conditioned upon the completion of the full due diligence process, including the bring-down due diligence call with management. Brendan Walsh should coordinate the timing of the 10b-5 letter to ensure that all due diligence steps have been completed and documented before the letter is finalized.
Tax Disclosure Opinion. The tax disclosure opinion will address the accuracy and completeness of the disclosure of U.S. federal income tax consequences to holders of the Company's common stock as set forth in the prospectus supplement. Natasha Forbes will prepare the initial draft. The opinion will be subject to my review and to Brendan's first-line review before finalization.
Deliverables:
1. Legal Opinion (Exhibit 5.1) — draft and final
2. Negative Assurance (10b-5) Letter — draft and final
3. Tax Disclosure Opinion — draft
Workstream E: Due Diligence
Scope: This workstream encompasses the comprehensive legal due diligence to be conducted on RGC, the preparation of the due diligence memorandum, the bring-down due diligence call with management, and the due diligence defense memorandum documenting the steps taken to establish a due diligence defense under Section 11 of the Securities Act.
Lead: Brendan Walsh (memoranda and bring-down call); Natasha Forbes (document collection and review support).
Key Areas of Focus:
The due diligence review will cover, at a minimum, the following areas:
• Corporate organization. Confirmation that the Company is duly incorporated and in good standing in the State of Delaware (Charter File No. 7291845) and is qualified to do business in all jurisdictions where the nature of its business or the ownership or use of its properties requires such qualification. The Company's headquarters are in Nevada. Good standing certificates will be obtained from the Delaware Secretary of State and the Nevada Secretary of State.
• Gaming regulatory compliance. This is a critical area of due diligence given the Company's regulated industry. The Company holds the following gaming licenses and registrations:
(i) Nevada Gaming Commission ("NGC") — License No. NGC-2019-04172;
(ii) New Jersey Division of Gaming Enforcement ("NJDGE") — License No. NJDGE-2020-1138;
(iii) Mississippi Gaming Commission ("MGC") — License No. MGC-2018-0623.
In addition, the Company has the following pending applications:
(iv) Louisiana Gaming Control Board — application submitted August 12, 2025; and
(v) Indiana Gaming Commission — application submitted September 5, 2025.
The due diligence review must confirm the current status and good standing of each existing license, identify any conditions or restrictions, and assess the status and expected timeline for the pending Louisiana and Indiana applications. Given that the contemplated use of proceeds includes approximately $115,000,000 for expansion into the Louisiana and Indiana markets, the status of these applications is directly material to the offering disclosure and to the underwriters' comfort.
• Casino-resort properties. The Company operates eight casino-resort properties across Nevada, New Jersey, and Mississippi. The due diligence review will include confirmation of ownership and material lease arrangements, zoning and land use compliance, environmental matters, and any pending or threatened litigation relating to the properties.
• Digital gaming platform. The Company operates a digital gaming platform through its subsidiary, RedBet Digital LLC, a Nevada limited liability company. RedBet Digital operates in twelve states. The due diligence review will address the regulatory status of the digital gaming platform in each state of operation, intellectual property ownership and protection (including the RedBet Digital brand and proprietary technology), data privacy and cybersecurity matters, and material contracts.
• Material indebtedness. The Company's material indebtedness includes the following:
The due diligence review must include a thorough analysis of the debt covenants under each of these instruments to confirm that neither the Offering itself nor the contemplated use of proceeds (including the partial paydown of approximately $50,000,000 of the 6.25% Senior Secured Notes due 2028) creates a conflict with or breach of any covenant. Particular attention should be paid to incurrence tests, restricted payment baskets, and any requirements for pro rata application of proceeds.